8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 1, 2004

CROWN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Pennsylvania	0-50189	75-3099507
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Crown Way

Philadelphia, Pennsylvania 19154-4599

(215) 698-5100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01     Entry into a Material Definitive Agreement.

The information provided in Item 2.03 below is hereby incorporated herein by reference.

Section 2 — Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 1, 2004, Crown Holdings, Inc. (the “Company”) completed its previously announced refinancing plan (the “Refinancing”), consisting of the New Credit Facilities and the Notes, each as defined below.

New Credit Facilities

In connection with the Refinancing, the Company entered into a Credit Agreement (the “Credit Agreement”) among CROWN Americas, Inc., a wholly-owned indirect subsidiary of the Company, as the U.S. Borrower, Crown European Holdings S.A., a wholly-owned indirect subsidiary of the Company, as the Euro Borrower, the Subsidiary Borrowers named therein, the Company, Crown International Holdings, Inc. and Crown Cork & Seal Company, Inc., each as a Parent Guarantor, the Lenders referred to therein, Citicorp North America, Inc., as Administrative Agent, and Citibank International plc, as U.K. Administrative Agent.

The Credit Agreement provides for new $625 million senior secured credit facilities consisting of a $400 million revolving credit facility due in 2010, of which up to $200 million will be available to Crown Americas in U.S. dollars and up to $200 million will be available to Crown European Holdings and the subsidiary borrowers in euros and pound sterling in amounts to be agreed, a $100 million revolving letter of credit facility due in 2010 and a $125 million term loan facility due in 2011 (collectively, the “New Credit Facilities”).

The dollar portion of the New Credit Facilities is, with certain limited exceptions, secured by substantially all of the assets of the Company and each of its direct and indirect U.S. subsidiaries and is guaranteed by the Company and, with certain limited exceptions, each of its direct and indirect U.S. subsidiaries (existing or thereafter acquired or created) (collectively, the “U.S. Credit Group”); provided that the pledge of capital stock of first-tier non-U.S. subsidiaries of the U.S. Credit Group is limited to 65% of such capital stock. The U.S. Credit Group, and with certain limited exceptions, each of Crown European Holdings’ subsidiaries organized in Belgium, Canada, France, Germany, Mexico, Switzerland and the United Kingdom guarantee obligations under the euro denominated portion of the revolving credit facility.

The revolving facilities will initially bear interest at (1) LIBOR plus 2.75% or (2) the alternate base rate plus 1.75%. On and after the date on which the Company delivers financial statements for the fiscal quarter ending at least six months after the closing date of the New Credit Facilities, the applicable margins in respect of revolving facilities shall be subject to a grid. The revolving facilities are also subject to a commitment fee of 0.50% per annum on the undrawn portion thereof and the revolving letter of credit facility is subject to a fee on the full amount of the commitments thereunder, whether or not letters of credit for the full amount are outstanding, at a rate equal to the applicable margin then in effect with respect to LIBOR loans under the revolving letter of credit facility.

The term loan facility will bear interest at (1) LIBOR plus 2.25% or (2) the alternate base rate plus 1.25% and will amortize on a quarterly basis in the amount of 0.25% of the principal amount of the term loan facility per quarter with the remainder being paid on the final maturity date of the term loan facility.

The New Credit Facilities contain affirmative and negative covenants, financial covenants (including, without limitation, a maximum leverage ratio, a maximum first lien leverage ratio and a minimum fixed charge coverage ratio), representations and warranties and events of defaults. In addition, the term loan facility contains mandatory prepayment provisions. The New Credit Facilities permit the borrowers to incur additional secured and unsecured debt (including

additional first lien debt), subject to covenant compliance and other terms and conditions. The covenants, representation and warranties and events of default referenced in this paragraph are subject to important exceptions and qualifications, which are described in the Credit Agreement filed herewith.

Issuance of €350 Million of 6¼% First Priority Senior Secured Notes Due 2011

In connection with the Refinancing, Crown European Holdings S.A. (the “Issuer”) issued €350 million of 6 ¹/4% first priority senior secured notes due 2011 (the “Notes”). The Notes were sold in a private placement and resold by the initial purchasers to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933 (the “Securities Act”) and to non-U.S. persons pursuant to Regulation S of the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

The Notes will mature on September 1, 2011 and will accrue interest at the rate of 6 ¹/4% per year. Interest on the notes will be payable semi-annually in arrears on each March 1 and September 1, commencing on March 1, 2005. The Issuer may redeem some or all of the Notes at any time by paying a make-whole premium. At any time prior to September 1, 2007, the Issuer may redeem up to 35% of the Notes with the net cash proceeds of certain equity offerings of capital stock of the Company that are contributed as capital or are used to subscribe for qualified capital stock of the Issuer at a redemption price equal to 106.25% of the principal amount. In addition, the Issuer may redeem all, but not less than all, of the Notes in the event of certain changes in withholding tax laws.

If the Company experiences a change of control, the Issuer may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

The Notes are senior obligations of the Issuer and initially will be guaranteed on a senior basis by the Company, each of the Company’s U.S. subsidiaries that guarantees obligations under the Company’s New Credit Facilities and, subject to applicable law, each of the Issuer’s subsidiaries that guarantees obligations under the Company’s New Credit Facilities.

The Notes are secured by first priority liens on the assets of the Company and its subsidiaries that from time to time secure their obligations under the Company’s New Credit Facilities, subject to certain exceptions. The Company’s New Credit Facilities are secured by pari passu first priority liens on those assets.

The Notes have been issued under an indenture with Wells Fargo Bank, N.A., as trustee. The indenture governing the Notes contains covenants that will limit the ability of the Company and the ability of its restricted subsidiaries to, among other things: incur or guarantee additional indebtedness; pay dividends or make other distributions or repurchase or redeem its stock; make investments; sell assets; create liens; enter into agreements restricting its restricted subsidiaries’ ability to pay dividends; enter into transactions with affiliates; and consolidate, merge or sell all or substantially all of its assets. If an event of default, as specified in the indenture governing the Notes, shall occur and be continuing, either the trustee or the holders of a specified percentage of Notes may accelerate the maturity of all the Notes. The covenants, events of default and acceleration rights described in this paragraph are subject to important exceptions and qualifications, which are described in the indenture filed herewith.

Under a registration rights agreement with the Initial Purchasers listed therein, the Issuer and the guarantors have agreed to file and use their resonable best efforts to cause to become effective a registration statement with respect to an offer to exchange the Notes for new notes of the Issuer having terms substantially identical in all material respects to the Notes (except that the exchange notes will not contain terms with respect to transfer restrictions). If the Issuer and the guarantors are not able to effect this exchange offer, they have agreed to use their reasonable best efforts to file, and cause to become effective, a shelf registration statement relating to resales of the Notes and the Note guarantees. The Issuer will be obligated to pay additional interest on the notes if it does not file a registration statement within 90 days of the issue date, have the registration statement declared effective within 210 days of the issue date, consummate the exchange offer within 240 days of the issue date or maintain the effectiveness of the registration statement during specified periods.

The descriptions set forth above are qualified in their entirety by the Credit Agreement governing the New Credit Facilities and the indenture and the registration rights agreement governing the Notes filed herewith as exhibits.

On September 1, 2004 the Company issued a press release announcing the completion of its previously announced Refinancing. A copy of the press release is filed as Exhibit 99.1 to this Report and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

4.a	Credit Agreement, dated as of September 1, 2004, among the Company, Crown Cork & Seal Company, Inc. and Crown International Holdings, Inc., as Parent Guarantors, Crown European Holdings SA, as Euro Borrower, CROWN Americas, Inc. as U.S. Borrower, the Subsidiary Borrowers named therein, the Lenders referred to therein, Citicorp North America, Inc., as Administrative Agent and Citibank International plc, as U.K. Administrative Agent
4.b	Euro Bank Pledge Agreement, dated as of September 1, 2004, by and among Crown Cork & Seal Company, Inc., CROWN Americas, Inc., Crown International Holdings, Inc., the Subsidiary Guarantors (as defined therein) and Citicorp Trustee Company Limited, as Euro Collateral Agent.
4.c	First Amended and Restated CEH Pledge Agreement, dated as of September 1, 2004, by and between Crown European Holdings S.A. and Citicorp Trustee Company Limited, as Euro Collateral Agent.
4.d	First Amended and Restated Shared Pledge Agreement, dated as of September 1, 2004, by and among the Company, Crown Cork & Seal Company, Inc., CROWN Americas, Inc., Crown International Holdings, Inc., the Subsidiary Guarantors (as defined therein) and Citicorp North America Inc., as Collateral Agent.
4.e	First Amended and Restated Bank Pledge Agreement, dated as of September 1, 2004, by and among the Company, Crown Cork & Seal Company, Inc., CROWN Americas, Inc., Crown International Holdings, Inc., the Subsidiary Guarantors (as defined therein) and Citicorp North America Inc., as Collateral Agent.
4.f	First Amended and Restated U.S. Security Agreement, dated as of September 1, 2004, by and among the Company, Crown Cork & Seal Company, Inc., CROWN Americas, Inc., Crown International Holdings, Inc., the Subsidiary Guarantors (as defined therein) and Citicorp North America Inc., as Collateral Agent.
4.g	U.S. Guarantee Agreement, dated as of September 1, 2004, among the Domestic Subsidiaries referred to therein and Citicorp North America, Inc., as Administrative Agent.
4.h	Global Participation and Proceeds Sharing Agreement, dated as of September 1, 2004, among Citicorp North America, Inc., as Bank Agent, U.S. Collateral Agent and Sharing Agent, Citibank International plc, as U.K. Agent, Wells Fargo Bank, N.A, as Trustee, and Citicorp Trustee Company Limited, as Euro Collateral Agent.

4.i	Registration Rights Agreement, dated as of September 1, 2004, by and among the Company, Crown European Holdings S.A., Citigroup Global Markets Inc. and Lehman Brothers Inc., as Representatives, the Initial Purchasers (as defined therein) and the Guarantors (as defined therein).
4.j	Indenture, dated as of September 1, 2004, by and among the Company, as Issuer, the Guarantors named therein and Wells Fargo Bank, N.A., as Trustee, relating to the 6 1/4% First Priority Senior Secured Notes due 2011.
4.k	First Amended and Restated U.S. Intercreditor and Collateral Agency Agreement, dated as of September 1, 2004, among Citicorp North America, Inc., as Administrative Agent and U.S. Collateral Agent, Citibank International plc, as U.K. Administrative Agent, Wells Fargo Bank, N.A., as First, Second and Third Priority Notes Trustee, Citicorp North America Inc., as U.S. Collateral Agent, Crown Holdings, Inc., CROWN Americas, Inc., Crown Cork & Seal Company, Inc., Crown International Holdings, Inc. and each of the U.S. subsidiaries of Crown Holdings listed on Schedule I thereto.
4.l	First Amended and Restated Euro Intercreditor and Collateral Agency Agreement, dated as of September 1, 2004 among Citibank International plc, as Bank Agent, Wells Fargo Bank, N.A., as First, Second and Third Priority Notes Trustee, Citicorp Trustee Company Limited, as Euro Collateral Agent, Crown European Holdings S.A. and the subsidiaries of Crown European Holdings S.A. listed on Schedule I thereto.
10.a	First Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of December 5, 2003, among Crown Cork & Seal Receivables (DE) Corporation, as Seller, CROWN Cork & Seal USA, Inc. (formerly known as Crown Cork & Seal Company (USA), Inc.), as Servicer, the banks and other financial institutions party thereto as Purchasers, Citibank, N.A., as Agent and Citigroup Global Markets Inc., as sole lead arranger and book manager, as amended by the First Amendment thereto dated as of September 1, 2004.
10.b	First Amendment to Second Amended and Restated Receivables Contribution and Sale Agreement, dated as of December 5, 2003, among CROWN Cork & Seal USA, Inc. (formerly known as Crown Cork & Seal Company (USA), Inc.), CROWN Risdon USA, Inc. (formerly known as Risdon-AMS (USA), Inc.), CROWN Zeller USA, Inc. (formerly known as Zeller Plastik, Inc.), CROWN Metal Packaging Canada LP, Crown Canadian Holdings ULC and Crown Cork & Seal Receivables (DE) Corporation, as amended by the First Amendment thereto dated as of September 1, 2004.

10.c	Third Amended and Restated Parent Undertaking Agreement, dated as of September 1, 2004, made by Crown Holdings, Inc., Crown Cork & Seal Company, Inc. and Crown International Holdings, Inc. in favor of Citibank, N.A., as Agent and the Purchasers.
10.d	Second Amended and Restated Intercreditor Agreement, dated as of September 1, 2004, among the Citibank, N.A., as Agent, Crown Holdings, Inc., Crown Cork & Seal Company, Inc., Crown International Holdings, Inc., Crown Cork & Seal Receivables (DE) Corporation, as Seller, CROWN Cork & Seal USA, Inc. (formerly known as Crown Cork & Seal Company (USA), Inc.), CROWN Risdon USA, Inc. (formerly known as Risdon-AMS (USA), Inc.), CROWN Zeller USA, Inc. (formerly known as Zeller Plastik, Inc.) and Citicorp North America, Inc., as administrative and U.S. collateral agent under the Existing Credit Facilities.
10.e	Purchase Agreement, dated as of August 11, 2004, by and among the Company, Crown European Holdings S.A., Citigroup Global Markets Inc. and Lehman Brothers Inc., as Representatives, the Initial Purchasers (as defined therein) and the Guarantors (as defined therein).
99.1	Press Release dated September 1, 2004.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CROWN HOLDINGS, INC.
Dated: September 8, 2004	By:	/s/    Thomas A. Kelly
	Name:	Thomas A. Kelly
	Title:	Vice President and Corporate Controller

EXHIBIT INDEX

No.	Exhibit
4.a	Credit Agreement, dated as of September 1, 2004 among the Company, Crown Cork & Seal Company, Inc. and Crown International Holdings, Inc., as Parent Guarantors, Crown European Holdings SA, as Euro Borrower, CROWN Americas, Inc. as U.S. Borrower, the Subsidiary Borrowers named therein, the Lenders referred to therein, Citicorp North America, Inc., as Administrative Agent and Citibank International plc, as U.K. Administrative Agent
4.b	Euro Bank Pledge Agreement, dated as of September 1, 2004, by and among Crown Cork & Seal Company, Inc., CROWN Americas, Inc., Crown International Holdings, Inc., the Subsidiary Guarantors (as defined therein) and Citicorp Trustee Company Limited, as Euro Collateral Agent.
4.c	First Amended and Restated CEH Pledge Agreement, dated as of September 1, 2004, by and between Crown European Holdings S.A. and Citicorp Trustee Company Limited, as Euro Collateral Agent.
4.d	First Amended and Restated Shared Pledge Agreement, dated as of September 1, 2004, by and among the Company, Crown Cork & Seal Company, Inc., CROWN Americas, Inc., Crown International Holdings, Inc., the Subsidiary Guarantors (as defined therein) and Citicorp North America Inc., as Collateral Agent.
4.e	First Amended and Restated Bank Pledge Agreement, dated as of September 1, 2004, by and among the Company, Crown Cork & Seal Company, Inc., CROWN Americas, Inc., Crown International Holdings, Inc., the Subsidiary Guarantors (as defined therein) and Citicorp North America Inc., as Collateral Agent.
4.f	First Amended and Restated U.S. Security Agreement, dated as of September 1, 2004, by and among the Company, Crown Cork & Seal Company, Inc., CROWN Americas, Inc., Crown International Holdings, Inc., the Subsidiary Guarantors (as defined therein) and Citicorp North America Inc., as Collateral Agent.
4.g	U.S. Guarantee Agreement, dated as of September 1, 2004, among the Domestic Subsidiaries referred to therein and Citicorp North America, Inc., as Administrative Agent.

No.	Exhibit
4.h	Global Participation and Proceeds Sharing Agreement, dated as of September 1, 2004, among Citicorp North America, Inc., as Bank Agent, U.S. Collateral Agent and Sharing Agent, Citibank International plc, as U.K. Agent, Wells Fargo Bank, N.A, as Trustee, and Citicorp Trustee Company Limited, as Euro Collateral Agent.
4.i	Registration Rights Agreement, dated as of September 1, 2004, by and among the Company, Crown European Holdings S.A., Citigroup Global Markets Inc. and Lehman Brothers Inc., as Representatives, the Initial Purchasers (as defined therein) and the Guarantors (as defined therein).
4.j	Indenture, dated as of September 1, 2004, by and among the Company, as Issuer, the Guarantors named therein and Wells Fargo Bank, N.A., as Trustee, relating to the 6 1/4% First Priority Senior Secured Notes due 2011.
4.k	First Amended and Restated U.S. Intercreditor and Collateral Agency Agreement, dated as of September 1, 2004, among Citicorp North America, Inc., as Administrative Agent and U.S. Collateral Agent, Citibank International plc, as U.K. Administrative Agent, Wells Fargo Bank, N.A., as First, Second and Third Priority Notes Trustee, Citicorp North America Inc., as U.S. Collateral Agent, Crown Holdings, Inc., CROWN Americas, Inc., Crown Cork & Seal Company, Inc., Crown International Holdings, Inc. and each of the U.S. subsidiaries of Crown Holdings listed on Schedule I thereto.
4.l	First Amended and Restated Euro Intercreditor and Collateral Agency Agreement, dated as of September 1, 2004 among Citibank International plc, as Bank Agent, Wells Fargo Bank, N.A., as First, Second and Third Priority Notes Trustee, Citicorp Trustee Company Limited, as Euro Collateral Agent, Crown European Holdings S.A. and the subsidiaries of Crown European Holdings S.A. listed on Schedule I thereto.
10.a	First Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of December 5, 2003, among Crown Cork & Seal Receivables (DE) Corporation, as Seller, CROWN Cork & Seal USA, Inc. (formerly known as Crown Cork & Seal Company (USA), Inc.), as Servicer, the banks and other financial institutions party thereto as Purchasers, Citibank, N.A., as Agent and Citigroup Global Markets Inc., as sole lead arranger and book manager, as amended by the First Amendment thereto dated as of September 1, 2004.

No.	Exhibit
10.b	First Amendment to Second Amended and Restated Receivables Contribution and Sale Agreement, dated as of December 5, 2003, among CROWN Cork & Seal USA, Inc. (formerly known as Crown Cork & Seal Company (USA), Inc.), CROWN Risdon USA, Inc. (formerly known as Risdon-AMS (USA), Inc.), CROWN Zeller USA, Inc. (formerly known as Zeller Plastik, Inc.), CROWN Metal Packaging Canada LP, Crown Canadian Holdings ULC and Crown Cork & Seal Receivables (DE) Corporation, as amended by the First Amendment thereto dated as of September 1, 2004.
10.c	Third Amended and Restated Parent Undertaking Agreement, dated as of September 1, 2004, made by Crown Holdings, Inc., Crown Cork & Seal Company, Inc. and Crown International Holdings, Inc. in favor of Citibank, N.A., as Agent and the Purchasers.
10.d	Second Amended and Restated Intercreditor Agreement, dated as of September 1, 2004, among the Citibank, N.A., as Agent, Crown Holdings, Inc., Crown Cork & Seal Company, Inc., Crown International Holdings, Inc., Crown Cork & Seal Receivables (DE) Corporation, as Seller, CROWN Cork & Seal USA, Inc. (formerly known as Crown Cork & Seal Company (USA), Inc.), CROWN Risdon USA, Inc. (formerly known as Risdon-AMS (USA), Inc.), CROWN Zeller USA, Inc. (formerly known as Zeller Plastik, Inc.) and Citicorp North America, Inc., as administrative and U.S. collateral agent under the Existing Credit Facilities.
10.e	Purchase Agreement, dated as of August 11, 2004, by and among the Company, Crown European Holdings S.A., Citigroup Global Markets Inc. and Lehman Brothers Inc., as Representatives, the Initial Purchasers (as defined therein) and the Guarantors (as defined therein).
99.1	Press Release dated September 1, 2004.

EX-4.A

Exhibit 4.a

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., CROWN INTERNATIONAL HOLDINGS, INC.

and

CROWN CORK & SEAL COMPANY, INC.,

as Parent Guarantors,

THE LENDERS REFERRED TO HEREIN

and

CITICORP NORTH AMERICA, INC.,

as Administrative Agent,

and

CITIBANK INTERNATIONAL plc,

as U.K. Administrative Agent

CITIGROUP GLOBAL MARKETS INC.,

as Sole Arranger and

Sole Bookrunner in respect

of the Term B Facility

CITIGROUP GLOBAL MARKETS INC.

and

LEHMAN BROTHERS INC.,

as Joint Lead Arrangers and Bookrunners in respect of the Revolving Facilities

LEHMAN COMMERCIAL PAPER INC.,

as Syndication Agent

ABN AMRO BANK N.V., BNP PARIBAS and CALYON NEW YORK BRANCH,

as Co-Documentation Agents

BANK OF AMERICA, N.A.,

as Senior Managing Agent

Cahill Gordon & Reindel LLP

80 Pine Street

New York, NY 10005

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	56
SECTION 1.03.	Terms Generally	56
	ARTICLE II
	THE CREDITS
SECTION 2.01.	Credit Commitments	57
SECTION 2.02.	Procedure for Borrowing	58
SECTION 2.03.	Conversion and Continuation Options for Loans	59
SECTION 2.04.	[Reserved]	60
SECTION 2.05.	Optional and Mandatory Prepayments of Loans; Repayments of Term B Dollar Loans; Repayments of Revolving Loans	60
SECTION 2.06.	Letters of Credit	65
SECTION 2.07.	Repayment of Loans; Evidence of Debt	70
SECTION 2.08.	Interest Rates and Payment Dates	71
SECTION 2.09.	Computation of Interest	73
SECTION 2.10.	Fees	73
SECTION 2.11.	Termination, Reduction or Adjustment of Commitments	74
SECTION 2.12.	Inability to Determine Interest Rate; Unavailability of Deposits; Inadequacy of Interest Rate	75
SECTION 2.13.	Pro Rata Treatment and Payments	78
SECTION 2.14.	Illegality	80
SECTION 2.15.	Requirements of Law	80
SECTION 2.16.	Taxes	81
SECTION 2.17.	Indemnity	84
SECTION 2.18.	Change of Lending Office	85
SECTION 2.19.	Sharing of Setoffs	85
SECTION 2.20.	Assignment of Commitments Under Certain Circumstances	86
SECTION 2.21.	Increase in Revolving LC Commitments	86
SECTION 2.22.	New Term Commitments	88

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		Page
	ARTICLE III
	REPRESENTATIONS AND WARRANTIES
SECTION 3.01.	Organization, etc	90
SECTION 3.02.	Due Authorization, Non-Contravention, etc	90
SECTION 3.03.	[Reserved]	91
SECTION 3.04.	Government Approval, Regulation, etc	91
SECTION 3.05.	Validity, etc	91
SECTION 3.06.	Financial Information	91
SECTION 3.07.	No Material Adverse Change	92
SECTION 3.08.	Litigation	92
SECTION 3.09.	Compliance with Laws and Agreements	92
SECTION 3.10.	Subsidiaries	92
SECTION 3.11.	Ownership of Properties	92
SECTION 3.12.	Taxes	93
SECTION 3.13.	Pension and Welfare Plans	94
SECTION 3.14.	Environmental Warranties	94
SECTION 3.15.	Regulations U and X	96
SECTION 3.16.	Disclosure; Accuracy of Information; Pro Forma Balance Sheets and Projections	96
SECTION 3.17.	Insurance	96
SECTION 3.18.	Labor Matters	97
SECTION 3.19.	Solvency	97
SECTION 3.20.	Securities	98
SECTION 3.21.	Indebtedness Outstanding	98
SECTION 3.22.	Security Documents	98
SECTION 3.23.	Anti-Terrorism Laws	100
SECTION 3.24.	Board of Euro Borrower	101
	ARTICLE IV
	CONDITIONS
SECTION 4.01.	Effective Date	101
SECTION 4.02.	Conditions to Each Credit Event	110
	ARTICLE V
	AFFIRMATIVE COVENANTS
SECTION 5.01.	Financial Information, Reports, Notices, etc	110
SECTION 5.02.	Compliance with Laws, etc	114
SECTION 5.03.	Maintenance of Properties	115
SECTION 5.04.	Insurance	115

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		Page
SECTION 5.05.	Books and Records; Visitation Rights	116
SECTION 5.06.	Environmental Covenant	116
SECTION 5.07.	Information Regarding Collateral	117
SECTION 5.08.	Existence; Conduct of Business	118
SECTION 5.09.	Performance of Obligations	118
SECTION 5.10.	Casualty and Condemnation	118
SECTION 5.11.	Guarantees; Pledge of Additional Collateral	118
SECTION 5.12.	Further Assurances	120
SECTION 5.13.	Use of Proceeds	121
SECTION 5.14.	Payment of Taxes	121
SECTION 5.15.	Equal Security for Loans and Notes	122
SECTION 5.16.	Cash Accounts	122
SECTION 5.17.	Board of Euro Borrower	122
SECTION 5.18.	Excluded Companies	122
SECTION 5.19.	Facilities Rating	123
SECTION 5.20.	Post-Closing Matters	123
	ARTICLE VI
	NEGATIVE COVENANTS
SECTION 6.01.	Indebtedness; Certain Equity Securities	123
SECTION 6.02.	Liens	129
SECTION 6.03.	Fundamental Changes	134
SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	135
SECTION 6.05.	Asset Sales	136
SECTION 6.06.	Sale and Leaseback Transactions	138
SECTION 6.07.	Sale or Discount of Receivables	138
SECTION 6.08.	Restricted Payments	138
SECTION 6.09.	Transactions with Affiliates	139
SECTION 6.10.	Restrictive Agreements	141
SECTION 6.11.	Amendments or Waivers of Certain Documents; Prepayments of Indebtedness	142
SECTION 6.12.	Total Leverage Ratio	143
SECTION 6.13.	First Lien Leverage Ratio	144
SECTION 6.14.	Fixed Charge Coverage Ratio	144
SECTION 6.15.	Limitation on Activities of Parent Guarantors, Crown Développement SAS and Euro Borrower	145
SECTION 6.16.	Anti-Terrorism Law	145
SECTION 6.17.	Principal Property	145
SECTION 6.18.	Embargoed Person	145
SECTION 6.19.	Anti-Money Laundering	146

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		Page
	ARTICLE VII
	EVENTS OF DEFAULT
SECTION 7.01.	Listing of Events of Default	146
SECTION 7.02.	Action if Bankruptcy	149
SECTION 7.03.	Action if Other Event of Default	150
SECTION 7.04.	Action Relating to U.S. Borrower or Euro Borrower Only	150
SECTION 7.05.	Action if Event of Termination	151
SECTION 7.06.	Sharing Agreement	152
	ARTICLE VIII
	THE AGENTS
SECTION 8.01.	The Agents	152
	ARTICLE IX
	GUARANTEE
SECTION 9.01.	Guarantee of Each of the Parent Guarantors	155
SECTION 9.02.	Guarantee of the Euro Borrower	156
SECTION 9.03.	Amendments, etc. with Respect to the Applicable Obligations	156
SECTION 9.04.	Guarantee Absolute and Unconditional	157
SECTION 9.05.	Reinstatement	158
SECTION 9.06.	Payments	158
SECTION 9.07.	Independent Obligations	158
	ARTICLE X
	MISCELLANEOUS
SECTION 10.01.	Notices	158
SECTION 10.02.	Survival of Agreement	160
SECTION 10.03.	Binding Effect	160
SECTION 10.04.	Successors and Assigns	161
SECTION 10.05.	Expenses; Indemnity	165
SECTION 10.06.	Right of Setoff	166
SECTION 10.07.	Applicable Law	167
SECTION 10.08.	Intercreditor Agreements, Security Documents and Sharing Agreement	167
SECTION 10.09.	Waivers; Amendment	168
SECTION 10.10.	Interest Rate Limitation	172
SECTION 10.11.	Entire Agreement	172

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		Page
SECTION 10.12.	WAIVER OF JURY TRIAL	172
SECTION 10.13.	Severability	173
SECTION 10.14.	Counterparts	173
SECTION 10.15.	Headings	173
SECTION 10.16.	Jurisdiction; Consent to Service of Process	173
SECTION 10.17.	Judgments Relating to Euro Borrower	174
SECTION 10.18.	Confidentiality	175
SECTION 10.19.	Fixed Income Direct Website Communications	175
SECTION 10.20.	Euro Agents as Joint Creditor	177

EXHIBIT A	Form of Administrative Questionnaire
EXHIBIT B	Form of Borrowing Request
EXHIBIT C	Form of Assignment and Acceptance
EXHIBIT D	Form of Compliance Certificate
EXHIBIT E	Form of U.S. Indemnity, Subrogation and Contribution Agreement
EXHIBIT F-1	Form of Term B Note
EXHIBIT F-2	Form of Revolving Note
EXHIBIT G-1	Form of Officer’s Certificate of the U.S. Borrower
EXHIBIT G-2	Form of Officer’s Certificate of the Euro Borrower/Subsidiary Borrower
EXHIBIT G-3	Form of Officer’s Certificate of Subsidiary Loan Party
EXHIBIT G-4	Form of Chief Financial Officer’s Certificate
EXHIBIT H	Form of U.S. Guarantee Agreement
EXHIBIT I-1	Form of U.S. Shared Pledge Agreement
EXHIBIT I-2	Form of U.S. Bank Pledge Agreement
EXHIBIT I-3	Form of Euro Bank Pledge Agreement
EXHIBIT J	Form of U.S. Security Agreement
EXHIBIT K	Form of Non-U.S. Guarantee Agreement
EXHIBIT L	Form of Opinion of Dechert LLP
EXHIBIT M-1	Form of U.S. Local Counsel Opinions
EXHIBIT M-2	Form of Opinion of Gide Loyrette Nouel
EXHIBIT M-3	Form of Opinion of Dechert LLP, Paris
EXHIBIT N	Form of Mortgage
EXHIBIT O	Form of Real Property Officers’ Certificate
EXHIBIT P-1	Form of U.S. Intercreditor Agreement
EXHIBIT P-2	Form of Euro Intercreditor Agreement
EXHIBIT P-3	Form of Receivables Intercreditor Agreement
EXHIBIT Q	Form of Sharing Agreement
EXHIBIT R	Form of Crown Développement Parent Guarantee
EXHIBIT S	Form of Solvency Certificate
EXHIBIT T	Form of Intercompany Note
EXHIBIT U	Mandatory Cost Formula

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SCHEDULE 1.01(b)	Subsidiary Borrowers
SCHEDULE 2.01	Lenders and Commitments
SCHEDULE 2.06(a)	Existing Letters of Credit
SCHEDULE 3.02	Immaterial Subsidiaries
SCHEDULE 3.10	Subsidiaries
SCHEDULE 3.11(a)	Ownership of Properties
SCHEDULE 3.11(b)	Leased and Owned Real Property
SCHEDULE 3.11(g)	Principal Properties
SCHEDULE 3.17	Insurance
SCHEDULE 3.21(a)	Indebtedness
SCHEDULE 3.21(b)	Existing Non-U.S. Facilities
SCHEDULE 3.21(c)	Existing Factoring Facilities
SCHEDULE 3.22(e)	Mortgage Filing Offices
SCHEDULE 3.22(f)	Euro Collateral Documents
SCHEDULE 3.22(g)	Required Actions — Intercompany Collateral
SCHEDULE 4.01(b)	Domestic and Non-U.S. Local Counsel
SCHEDULE 4.01(i)(A)	Mortgaged Properties
SCHEDULE 4.01(i)(C)	Title Insurance Amounts
SCHEDULE 4.01(k)-1	Intercompany Notes
SCHEDULE 4.01(k)-2	French Intercompany Loan Agreements
SCHEDULE 4.01(l)	Intercompany Collateral Documents
SCHEDULE 5.20	Post-Closing Matters
SCHEDULE 6.02(viii)	Permitted Liens
SCHEDULE 6.04	Existing Investments
SCHEDULE 6.05(ii)	Permitted Transfers
SCHEDULE 6.05(viii)	Permitted Divestitures
SCHEDULE 6.05(ix)	Permitted Sale and Leaseback Transaction
SCHEDULE 6.08	Minority Interests
SCHEDULE 6.09(vi)	Agreements Excepted from Transactions with Affiliates
SCHEDULE 6.10	Existing Restrictions

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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 MARKETS INC. (“CGMI”), as sole arranger and sole bookrunner (in such capacity, the “Term B Arranger”) in respect of the Term B Facility, CITIBANK INTERNATIONAL plc, as administrative agent (in such capacity, the “U.K. Administrative Agent”) for the Revolving Euro Lenders and any New Term Loan Euro Lenders, CGMI and LEHMAN BROTHERS INC., as joint lead arrangers and joint bookrunners (in such capacity, each a “Lead Arranger”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), and ABN AMRO BANK N.V., BNP PARIBAS and CALYON NEW YORK BRANCH, as co-documentation agents (in such capacity, each a “Co-Documentation Agent”) and BANK OF AMERICA, N.A., as senior managing agent (in such capacity, the “Senior Managing Agent”).

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR Borrowing” means a Borrowing comprised of ABR Loans.

“ABR Loan” means any Loan denominated in Dollars and bearing interest at the Alternate Base Rate in accordance with the provisions of Article II.

“Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition and all other payments by Crown Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of properties (excluding any exchange of Equity Interests of Crown Holdings) and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject

to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Crown Holdings or any of its Subsidiaries.

“Additional Collateral” has the meaning assigned to such term in Section 5.11.

“Additional Cost Rate” has the meaning assigned to such term in Exhibit U.

“Additional Euro Collateral” has the meaning assigned to such term in Section 5.11.

“Additional First Lien Notes” means (i) additional First Lien Notes issued after the Effective Date under the First Lien Notes Indenture and (ii) other first lien notes issued by a Permitted Issuer, the terms of which notes (a) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the Term B Loan Maturity Date, (b) do not restrict, limit or adversely affect the ability of any Loan Party or any of its Subsidiaries to perform its obligations under any of the Loan Documents, (c) the covenants, events of default, subsidiary guaranties and other terms of which, taken as a whole, are not more restrictive to the Euro Borrower and Crown Holdings and their Subsidiaries than those in the First Lien Notes (as reasonably determined by the Administrative Agent), (d) no Subsidiary of Crown Holdings is an obligor under such notes that is not a Loan Party and (e) are customary for similar offerings by issuers with credit ratings, financial profiles and capital structures comparable to that of Crown Holdings.

“Additional Second Lien Notes” means (i) additional Second Lien Notes issued after February 26, 2003 under the Second Lien Notes Indenture and (ii) other second lien notes issued by a Permitted Issuer, the terms of which notes (a) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to six months after the Term B Loan Maturity Date, (b) the Liens securing such notes are subordinated to the Liens securing the Obligations to the same extent as set forth in the Security Documents and Intercreditor Agreements, (c) do not restrict, limit or adversely affect the ability of any Loan Party or any of its Subsidiaries to perform its obligations under any of the Loan Documents, (d) the covenants, events of default, subsidiary guaranties and other terms of which, taken as a whole, are not more restrictive to the Euro Borrower and Crown Holdings and their Subsidiaries than those in the Second Lien Notes (as reasonably determined by the Administrative Agent), (e) no Subsidiary of Crown Holdings is an obligor under such notes that is not a Loan Party and (f) are customary for similar offerings by issuers with credit ratings, financial profiles and capital structures comparable to that of Crown Holdings.

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“Additional Third Lien Notes” means (i) additional Third Lien Notes issued after February 26, 2003 under the Third Lien Notes Indenture and (ii) other third lien notes issued by a Permitted Issuer, the terms of which notes (a) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to six months after the Term B Loan Maturity Date, (b) the Liens securing such notes are subordinated to the Liens securing the Obligations to the same extent as set forth in the Security Documents and Intercreditor Agreements, (c) do not restrict, limit or adversely affect the ability of any Loan Party or any of its Subsidiaries to perform its obligations under any of the Loan Documents, (d) the covenants, events of default, subsidiary guaranties and other terms of which, taken as a whole, are not more restrictive to the Euro Borrower and Crown Holdings and their Subsidiaries than those in the Third Lien Notes (as reasonably determined by the Administrative Agent), (e) no Subsidiary of Crown Holdings is an obligor under such notes that is not a Loan Party and (f) are customary for similar offerings by issuers with credit ratings, financial profiles and capital structures comparable to that of Crown Holdings.

“Additional U.S. Collateral” has the meaning assigned to such term in Section 5.11(b).

“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” has the meaning assigned to such term in the preamble hereto.

“Administrative Questionnaire” means an Administrative Questionnaire in the form of Exhibit A.

“Affiliate” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any Plan). A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power

(a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or

(b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise;

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provided, however, that notwithstanding the foregoing, for purposes of Section 10.04, an “Affiliate” shall be a Person engaged in the business of banking or buying or investing in loans who is controlled by, or under common control with, a Lender.

“Agent Fees” has the meaning assigned to such term in Section 2.10(c).

“Agents” means the Administrative Agent, the U.K. Administrative Agent and each Collateral Agent.

“Aggregate Dollar Revolving Credit Exposure” means the aggregate amount of the Revolving Dollar Lenders’ Revolving Dollar Credit Exposures.

“Aggregate Euro Revolving Credit Exposure” means the aggregate amount of the Revolving Euro Lenders’ Revolving Euro Credit Exposures.

“Aggregate Revolving Credit Exposure” means the sum of the Aggregate Dollar Revolving Credit Exposure and the Dollar Equivalent of the Aggregate Euro Revolving Credit Exposure.

“Agreement” has the meaning assigned to such term in the preamble hereto.

“Agreement Currency” has the meaning assigned to such term in Section 10.17(b).

“Alternate Base Rate” means for any day, a rate per annum equal to the highest of (a) the Administrative Agent’s Base Rate in effect on such day, (b) 0.5% per annum above the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average being determined weekly on each Monday (or, if any such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the next previous Friday by the Issuing Bank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by the Issuing Bank from three New York certificate of deposit dealers of recognized standing selected by the Administrative Agent, in either case adjusted to the nearest 0.25% or, if there is no nearest 0.25%, to the next higher 0.25% (the “Certificate of Deposit Rate”), and (c) the Federal Funds Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Base Rate, the Certificate of Deposit Rate or the Federal Funds Rate shall be effective as of the opening of business on the effective day of such change in the Base Rate, the Certificate of Deposit Rate or the Federal Funds Rate, respectively.

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“Anti-Terrorism Law” has the meaning assigned to such term in Section 3.23(a).

“Applicable Agent” means (a) with respect to any Loan, Borrowing or Letter of Credit denominated in Dollars, the Administrative Agent and (b) with respect to any Loan or Borrowing denominated in Euros or Pounds Sterling, the U.K. Administrative Agent.

“Applicable Creditor” has the meaning assigned to such term in Section 10.17(b).

“Applicable Currency” has the meaning assigned to such term in Section 2.12(a).

“Applicable Rate” means, for any day, and subject to Section 2.21, (A) before the Trigger Date, (i) in the case of ABR Revolving Dollar Loans and ABR Revolving LC Loans, 1.75%, (ii) in the case of Eurocurrency Revolving Loans and Eurocurrency Revolving LC Loans, 2.75%, (iii) in the case of ABR Term B Dollar Loans, 1.25% and (iv) in the case of Eurocurrency Term B Dollar Loans, 2.25% and (B) on and after the Trigger Date in respect of Revolving Loans and Revolving LC Loans only, the applicable rates per annum set forth in the table below based on the Applicable Rating Level on such date:

Applicable Rating Level	ABR Revolving Dollar Loans and ABR Revolving LC Loans		Eurocurrency Revolving Loans and Eurocurrency Revolving LC Loans
Level I	1.25	%	2.25	%
Level II	1.50	%	2.50	%
Level III	1.75	%	2.75	%
Level IV	2.00	%	3.00	%
Level V	2.25	%	3.25	%

For purposes of such calculation of the Applicable Rate with respect to Revolving Loans on and after the Trigger Date, each change in the Applicable Rate resulting from a change in the Applicable Rating Level shall be effective three (3) Business Days after the date of any such change in the Applicable Rating Level. During the continuance of an Event of Default, the Applicable Rate shall be the highest rate set forth in the table above unless and until such time as Crown Holdings has provided such written notice or such Event of Default shall have been cured or waived. Within one (1) Business Day of receipt by the Administrative Agent of written notice from Crown Holdings of a change in the Applicable Rating Level, the Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Rate in effect from such date.

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“Applicable Rating Level” means for any day, the highest Rating Level (as such term is defined below in this definition) issued by S&P or Moody’s (collectively, in this definition called the “Designated Rating Agencies”). As used in this definition, (a) the term “Rating Level” means for any day with respect to any of the Designated Rating Agencies, the rating level described below (or its then equivalent) applicable on such day, issued by such Designated Rating Agency, from time to time, with respect to the Indebtedness incurred under this Agreement or if such rating is unavailable, equivalents thereof, including counterparty ratings, implied ratings and corporate ratings; and (b) “>“ means a rating equal to or more favorable than and “<“ means a rating equal to or less favorable than.

Rating Level	S&P	Moody’s
Level I	>BBB-	>Baa3
Level II	BB+	Ba1
Level III	BB	Ba2
Level IV	BB-	Ba3
Level V	<B+	<B1

If the ratings established by Moody’s and S&P shall fall within different levels, the rating in the inferior level (e.g., Level III is inferior to Level II) shall be disregarded; provided that (x) in the case of Level I, the pricing for such level may be obtained only if both of the stated ratings are satisfied (e.g. in the case of a split-rating by S&P of BB+ and by Moody’s of Baa3 or higher, Level II shall apply), (y) in the case of Level V, the pricing for such level shall be applied only if both of the stated ratings are satisfied (e.g. in the case of a split-rating by S&P of BB- and by Moody’s of B1 or lower, Level IV shall apply), (z) in all other cases, the pricing for such level may be obtained if either of the stated ratings are satisfied; provided that in the event that the ratings differential is (i) two levels (e.g., Levels II and IV), the intermediate level shall be used, (ii) three levels (e.g., Levels I and IV), the higher of the two intermediate levels shall be used (e.g., Level II is higher than Level III) and (iii) four levels (e.g., Levels I and V), Level III shall be used.

If any of the Designated Rating Agencies shall not have in effect a rating for the Indebtedness incurred under this Agreement or if the rating system of any of the Designated Rating Agencies shall change, or if either of the Designated Rating Agencies shall cease to be in the business of rating corporate debt obligations, the Borrowers and Requisite Lenders

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shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such Designated Rating Agency, but until such an agreement shall be reached, the Applicable Rating Level shall be based only upon the rating by the remaining Designated Rating Agency.

“Asbestos Payment” means any payment in cash actually made by or on behalf of Crown Holdings or any Subsidiary in respect of any liability related to asbestos or any actual or threatened claim, action or proceeding related to asbestos (including any settlement of any thereof). For avoidance of doubt, deferred payments shall only constitute Asbestos Payments when made.

“Asset Sale” means any direct or indirect sale, transfer, lease, conveyance or other disposition by Crown Holdings or any of its Subsidiaries of any of its property or assets, including any sale or issuance of any Equity Interests of any Subsidiary, except (a) sales and dispositions permitted by Sections 6.05(i), (ii), (iii), (iv), (v), (vi), (x), (xi) and (xii), and (b) any such transaction or series of transactions which, if an Asset Sale, would not generate Net Proceeds in excess of $2.0 million (or, when taken together with all other such transactions, in excess of $10.0 million in any twelve-month period).

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the Administrative Agent, in the form of Exhibit C or such other form as shall be approved by the Administrative Agent.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended).

“Authorized Officer” means, with respect to any Loan Party, those of its officers whose signature and incumbency has been certified to the Administrative Agent and the Lenders pursuant to Section 4.01(d) or any successor thereto.

“Available Dollar Revolving Credit Commitment” means as to any Revolving Dollar Lender, at any time of determination, an amount equal to such Revolving Dollar Lender’s Revolving Dollar Credit Commitment at such time minus such Revolving Dollar Lender’s Revolving Dollar Credit Exposure at such time.

“Available Euro Revolving Credit Commitment” means, as to any Revolving Euro Lender, at any time of determination, an amount equal to such Revolving Euro Lender’s Revolving Euro Credit Commitment at such time minus the Dollar Equivalent of such Revolving Euro Lender’s Revolving Euro Credit Exposure at such time.

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“Available Liquidity” means, at any date, the sum of (x) the Available Revolving Credit Commitment of all Revolving Lenders plus (y) unused availability under the Permitted Receivables or Factoring Financings; provided that in the case of clauses (x) and (y), the applicable Loan Party shall actually be permitted to borrow thereunder, plus (z) cash and Permitted Investments of Crown Holdings and its Subsidiaries, as certified in writing by a Financial Officer of Crown Holdings as of a date no earlier than seven days prior to the date of determination.

“Available Revolving Credit Commitment” means the sum of the Available Dollar Revolving Credit Commitment and the Available Euro Revolving Credit Commitment.

“Bank” has the meaning assigned to such term in the UCC.

“Bank Related Cash Management Agreement” means agreements of Crown Holdings or any of its Subsidiaries arising from treasury, depository and cash management services provided by one or more counterparties that are the Administrative Agent, the U.K. Administrative Agent or a Lender or an Affiliate thereof at the time that such Bank Related Cash Management Agreement was entered into in connection with this Agreement.

“Bank Related Debt” means obligations under Hedging Agreements and Bank Related Cash Management Agreements owed to counterparties that are the Administrative Agent, the U.K. Administrative Agent or a Lender or any Affiliate thereof at the time such Hedging Agreement or Bank Related Cash Management Agreement was entered into to the extent permitted hereunder.

“Base Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its base rate in effect at its principal office in New York City (the Base Rate not being intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors) (any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change).

“Board” means the Board of Governors of the Federal Reserve System of the United States.

“Borrowers” has the meaning assigned to such term in the preamble hereto.

“Borrowing” means a Loan or group of Loans to one Borrower of the same Class and Type and denominated in a single currency (except as provided in Section 2.12(b)) made (including through a conversion or continuation) by the applicable Lenders on a single date and as to which a single Interest Period is in effect.

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“Borrowing Date” means any Business Day specified in a notice pursuant to Section 2.02 as a date on which the relevant Borrower requests Loans to be made hereunder.

“Borrowing Request” has the meaning assigned to such term in Section 2.02(a).

“Business Day” means a day of the year on which banks are not required or authorized to close in New York and (a) with respect to any Loan denominated in Euros, any such day for (i) payments or purchases of Euros, a TARGET Business Day and (ii) all other purposes, including the giving and receiving of notices, a TARGET Business Day on which banks are generally open for business in London, England, Frankfurt, Germany and in any other principal financial center as the U.K. Administrative Agent may from time to time determine for this purpose, and (b) with respect to all notices (except with respect to general matters not relating directly to funding), determinations and fundings in connection with, and payments of principal and interest on, Eurocurrency Loans, any day which is a day for trading by and between banks in deposits of the applicable currency for such Loans in the interbank eurocurrency market. For purposes of this definition, a “TARGET Business Day” is a day when the Trans-European Automated Real-time Gross Settlement Express Transfer System, or any successor thereto, is open for business.

“Capital Expenditures” means, for any period and with respect to any Person, (a) any and all expenditures made by such Person or any of its Subsidiaries in such period for assets added to or reflected in its property, plant and equipment accounts or other similar capital asset accounts or comparable items or any other capital expenditures that are, or should be, set forth as “additions to plant, property and equipment” on the consolidated financial statements of such Person prepared in accordance with GAAP, whether such asset is purchased for cash or financed as an account payable or by the incurrence of Indebtedness, accrued as a liability or otherwise, and (b) all Capital Lease Obligations of such Person and its Subsidiaries.

“Capital Lease Obligations” means, with respect to any Person, all monetary or financial obligations of such Person and its Subsidiaries under any leasing or similar arrangement conveying the right to use real or personal property, or a combination thereof, which, in accordance with GAAP, would or should be classified and accounted for as capital leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date on which such lease may be terminated by the lessee without payment of a penalty.

“Cash Interest Expense” means, for any period and with respect to any Person, Consolidated Interest Expense of such Person and its Subsidiaries for such period, less the sum of, to the extent included in Consolidated Interest Expense, (a) interest expense actually “paid in kind” in that period, (b) the amortization of any financing fees paid by, or on behalf of, such Person or any of its Subsidiaries, and (c) the amortization of debt discounts, if any.

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“CCSC” has the meaning assigned to such term in the preamble hereto.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System List.

“CGMI” has the meaning assigned to it in the preamble hereto.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly (including, without limitation, through the issuance, sale or exchange of Equity Interests, a merger or consolidation or otherwise), beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the Effective Date) of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Crown Holdings, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Crown Holdings by Persons who were neither (i) nominated by the board of directors of Crown Holdings nor (ii) appointed by directors so nominated, (c) Crown Holdings shall fail to own, directly or indirectly, beneficially or of record all of the outstanding Equity Interests of either the U.S. Borrower or the Euro Borrower (other than director’s qualifying shares), (d) the occurrence of a “Change of Control” as defined under the First Lien Notes Indenture, (e) the occurrence of a “Change of Control” as defined under the Second Lien Notes Indenture, (f) the occurrence of a “Change of Control” as defined under the Third Lien Notes Indenture, or (g) the occurrence of a “Change of Control” as defined in any agreement governing Additional First Lien Notes, Additional Second Lien Notes, Additional Third Lien Notes or any other Refinancing Plan Indebtedness.

“Charges” has the meaning assigned to such term in Section 10.10.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Dollar Loans, Revolving Euro Loans, Revolving LC Loans, Term B Dollar Loans, New Term Dollar Loans or New Term Euro Loans, and when used in reference to any Commitment, refers to whether such Commitment is a Revolving Dollar Credit Commitment, Revolving Euro Credit Commitment, Revolving LC Commitment, Term B Dollar Commitment, New Term Loan Euro Commitment or New Term Loan Dollar Commitment and when used in reference to any Lender, refers to whether such Lender is a Revolving Dollar Lender, a Revolving Euro Lender, a Revolving LC Lender, a Term B Dollar Lender, a New Term Loan Dollar Lender or New Term Loan Euro Lender.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

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“Collateral” means any and all “Collateral,” “Mortgaged Property” or “Trust Property,” as defined in any applicable U.S. Security Document, and any other Property pledged pursuant to any other Security Document.

“Collateral Account” means the collateral account or sub-account established and maintained by Citicorp North America, Inc. in its name as U.S. Collateral Agent for the benefit of the Lenders, in accordance with the provisions of the U.S. Security Agreement.

“Collateral Agents” means, collectively, the U.S. Collateral Agent and the Euro Collateral Agent.

“Commitment” means a Revolving Dollar Credit Commitment, a Revolving Euro Credit Commitment, a Revolving LC Commitment, a Term B Dollar Commitment, a New Term Loan Dollar Commitment or a New Term Loan Euro Commitment, or any combination thereof, as the context may require.

“Commitment Fee” has the meaning assigned to such term in Section 2.10(a).

“Commitment Fee Average Daily Amount” has the meaning assigned to such term in Section 2.10(a).

“Commitment Fee Percentage” means 0.50% per annum.

“Commitment Fee Termination Date” has the meaning assigned to such term in Section 2.10(a).

“Commitment Percentage” means (i) with respect to any Revolving Dollar Lender at any time, the percentage of the Total Revolving Dollar Credit Commitment represented by such Lender’s Revolving Dollar Credit Commitment, (ii) with respect to any Revolving Euro Lender at any time, the percentage of the Total Revolving Euro Credit Commitment represented by such Lender’s Revolving Euro Credit Commitment and (iii) with respect to any Revolving LC Lender at any time, the percentage of the Total Revolving LC Commitment represented by such Revolving LC Lender’s Revolving LC Commitment. If (x) the Revolving Credit Commitments have terminated or expired, the Commitment Percentage shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments, and (y) the Revolving LC Commitments have terminated or expired, the Commitment Percentage shall be determined based upon the Revolving LC Commitments most recently in effect, giving effect to any assignments.

“Communications” has the meaning assigned to such term in Section 10.19.

“Compliance Certificate” has the meaning assigned to such term in Section 5.01(b) and shall be substantially in the form of Exhibit D.

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“Conduit Financing Arrangement” has the meaning assigned to such term in Section 2.16.

“Consolidated Current Assets” means, with respect to any Person as at any date of determination, the total assets of such Person and its consolidated Subsidiaries which should properly classified as current assets on a consolidated balance sheet of such Person and its consolidated Subsidiaries in accordance with GAAP.

“Consolidated Current Liabilities” means, with respect to any Person as at any date of determination, the total liabilities of such Person and its consolidated Subsidiaries which should properly be classified as current liabilities (other than the current portion of any Loans) on a consolidated balance sheet of such Person and its consolidated Subsidiaries in accordance with GAAP.

“Consolidated EBITDA” means, for any period and with respect to any Person, Consolidated Net Income of such Person and its Subsidiaries for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense of such Person and its Subsidiaries for such period, (ii) consolidated income tax expense of such Person and its Subsidiaries for such period, (iii) all amounts attributable to depreciation and amortization of such Person and its Subsidiaries for such period, (iv) any non-cash deductions made in determining Consolidated Net Income of such Person and its Subsidiaries for such period (including, without limitation, non-cash deductions relating to translation and foreign exchange adjustments) (other than any deductions which (or should) represent the accrual of a reserve for the payment of cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period)(it being understood that (x) reserves for pension or health care benefits shall not be so “added back” to Consolidated Net Income and (y) reserves for Asbestos Payments shall be “added back”), and (v) actual cash realized relating to the sale of Real Property or equipment in connection with restructuring activities, minus (b) any non-cash additions to Consolidated Net Income of such Person and its Subsidiaries for such period (including, without limitation, non-cash additions relating to translation and foreign exchange adjustments), minus (c) without duplication and to the extent included in determining such Consolidated Net Income of such Person and its Subsidiaries, any extraordinary gains (or plus extraordinary losses) for such period and any gains (or plus losses) realized in connection with any Asset Sale of such Person and its Subsidiaries during such period, all determined on a consolidated basis in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, for any Test Period, the ratio of (a) Consolidated EBITDA of Crown Holdings and its Subsidiaries for such Test Period, minus Capital Expenditures in such Test Period of Crown Holdings and its Subsidiaries, to (b) the sum of (i) Net Cash Interest Expense of Crown Holdings and its Subsidiaries for such Test Period plus (ii) the amount of scheduled mandatory payments on account of principal

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of Indebtedness of Crown Holdings and its Subsidiaries (other than Existing Unsecured Debt) for the next succeeding four quarters (provided that with respect to any succeeding four quarters that include September 30, 2011, the scheduled payments of principal in respect of Term B Dollar Loans shall be deemed not to exceed an aggregate of $1,250,000), plus (iii) all dividends paid in cash by Crown Holdings or any of its Subsidiaries during such Test Period (other than dividends paid to Crown Holdings or any of its Subsidiaries) plus (iv) Asbestos Payments during such Test Period. For Test Periods ending prior to June 30, 2005, Cash Interest Expense shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred on the first day of such Test Period.

“Consolidated Interest Expense” means, with respect to any Person and its Subsidiaries on a consolidated basis for any period, the sum of (a) gross interest expense for such period, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Hedging Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense, (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense and (iv) yield, discount, interest expense or fees associated with any Permitted Receivables or Factoring Financing (other than amounts payable to any Loan Party), and (b) capitalized interest. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made by such Person and its Subsidiaries with respect to Hedging Agreements. Breakage costs in connection with repaying and terminating the Existing Credit Agreement on the Effective Date shall not be considered Consolidated Interest Expense.

“Consolidated Net Income” means, for any period and for any Person, the net income or loss of such Person and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded for any such Person therefrom (i) the income or loss of any Person (other than consolidated Subsidiaries of such Person) in which any other Person (other than such Person or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to such Person or any of its Subsidiaries by such Person during such period, (ii) the cumulative effect of a change in accounting principles during such period, (iii) any net after-tax income (loss) from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations, in each case after the date of disposal, (iv) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with such Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries and (v) gains and losses from the early extinguishment of Indebtedness.

“Consolidated Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense (to the extent included in said aggregate amount of assets) and other like intangibles, all as set forth in the

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most recent consolidated balance sheet of Crown Holdings and its Subsidiaries for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and computed in accordance with GAAP. Consolidated Tangible Assets shall be calculated after giving effect to the transaction giving rise to the need to calculate Consolidated Tangible Assets.

“Constar Agreements” means all agreements and documentation entered into by CCSC or its Affiliates, on the one hand, and Constar International Inc. or its Subsidiaries and Affiliates, on the other hand (including, without limitation, tax sharing, intellectual property, leases, administrative services and other matters), as described in the Registration Statement on Form S-1, in connection with the Constar Disposition.

“Constar Disposition” means the sale by CCSC in a registered public offering of all of the common stock of Constar International Inc. consummated in November 2002.

“Contested Collateral Lien Conditions” means with respect to a Lien (a) any proceeding instituted contesting such Lien shall conclusively operate to stay the sale or forfeiture of any portion of the Collateral on account of such Lien; and (b) in the event the liabilities secured by such Lien shall exceed $5.0 million, at the option and upon request of the applicable Collateral Agent, Crown Holdings or the applicable Subsidiary shall either obtain a bond or maintain cash reserves, in either case, in an amount sufficient to pay and discharge such Lien and the applicable Collateral Agent’s reasonable estimate of all interest and penalties related thereto.

“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “controlling” and “controlled” have meanings correlative thereto.

“Control Agreement” has the meaning assigned to such term in the U.S. Security Agreement.

“Credit Event” has the meaning assigned to such term in Section 4.02.

“Crown Développement” means Crown Développement SAS, after giving effect to the change of its corporate form on January 28, 2004.

“Crown Développement Parent Guarantee” means the guarantee agreement, dated as of the date hereof, in the form of Exhibit R, pursuant to which Crown Développement shall guarantee all the Obligations of the Euro Borrower and pledge all of the Equity Interests it owns in the Euro Borrower.

“Crown Holdings” has the meaning assigned to such term in the preamble hereto.

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“Crown International” has the meaning assigned to such term in the preamble hereto.

“Debentures” means each of the following:

(1) $200 million 8% Debentures due 2023 of CCSC issued under the 1993 Indenture;

(2) $350 million 7 ³/8% Debentures due 2026 of CCSC issued under the 1996 Indenture; and

(3) $150 million 7 ¹/2% Debentures due 2096 of CCSC issued under the 1996 Indenture.

“Debt Basket Amount” means 5% of Consolidated Tangible Assets as set forth in the financial statements last delivered by Crown Holdings pursuant to Section 5.01(a) or (b); provided that such percentage shall be increased to 10% if and for so long as Leverage Condition 2 is satisfied.

“Debt Incurrence” has the meaning assigned thereto in Section 2.05(d)(i).

“Default” means any Event of Default, any Event of Termination and any event or condition which upon notice, lapse of time or both would constitute an Event of Default or Event of Termination.

“Denomination Date” means, in relation to any Euro Borrowing or Pound Sterling Borrowing, the date that is three Business Days before the date such Euro Borrowing or Pound Sterling Borrowing is made.

“Deposit Account” has the meaning assigned to such term in the UCC.

“Destruction” means any and all damage to, or loss or destruction of, or loss of title to, all or any portion of the Property of Crown Holdings or any of its Subsidiaries.

“Dollar Borrowing” means a Borrowing of Loans in Dollars.

“Dollar Equivalent” means at the time of determination thereof (a) with respect to Dollars, the amount in Dollars and (b) with respect to any amount in Euros or Pounds Sterling, the equivalent of such amount in Dollars determined by using the rate of exchange quoted by Citibank International plc in London at 11:00 a.m. (London time) on the date of determination to prime banks in London for the spot purchase in the London foreign exchange market of such amount of Dollars with Euros or Pound Sterling, as applicable. Notwithstanding the foregoing, for purposes of initially determining the Dollar Equivalent of any Euro Borrowing or Pounds Sterling Borrowing, such determination shall be made on the Denomination Date of such Euro Borrowing or Pound Sterling Borrowing.

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“Dollars” or “$” means the lawful money of the United States of America.

“Domestic Subsidiary” means any Wholly Owned Subsidiary of Crown Holdings that is not a Non-U.S. Subsidiary.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.09).

“Embargoed Person” has the meaning assigned to such term in Section 6.18.

“Environment” means ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, or as otherwise defined in any Environmental Law.

“Environmental Claim” means any written accusation, allegation, notice of violation, claim, demand, order, directive, cost recovery action or other cause of action by, or on behalf of, any Governmental Authority or any other Person for damages, injunctive or equitable relief, personal injury (including sickness, disease or death), Remedial Action costs, tangible or intangible property damage, natural resource damages, nuisance, pollution, any adverse effect on the Environment caused by any Hazardous Material, or for fines, penalties or restrictions, resulting from or based upon: (a) the existence, or the continuation of the existence, of a Release (including sudden or non-sudden, accidental or non-accidental Releases); (b) exposure to any Hazardous Material; (c) the presence, use, handling, transportation, storage, treatment or disposal of any Hazardous Material; or (d) the violation or alleged violation of any Environmental Law or Environmental Permit.

“Environmental Laws” means any and all applicable treaties, laws (including common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural resources, the management, Release or threatened Release of, or exposure to, any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including, but not limited to, any liability for damages, natural resource damage, costs of environmental remediation, administrative oversight costs, fines, penalties or indemnities), of Crown Holdings or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials or (d) the Release or threatened Release of any Hazardous Materials into the Environment.

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“Environmental Permit” means any permit, approval, authorization, certificate, license, variance, filing or permission required by or from any Governmental Authority pursuant to any Environmental Law.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

“Equity Rights” means all securities convertible into or exchangeable for Equity Interests and all warrants, options or other rights to purchase or subscribe for any Equity Interests, whether or not presently convertible, exchangeable or exercisable.

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the existence with respect to any Pension Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) the incurrence by any Loan Party or ERISA Affiliate of any liability under Title IV of ERISA with respect to any Pension Plan; (e) the receipt by any Loan Party or ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan, to appoint a trustee to administer any Pension Plan, or to take any other action with respect to a Pension Plan that could result in material liability to a Loan Party or a Subsidiary, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the incurrence by any Loan Party or ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (g) the receipt by a Loan Party or ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the making of any amendment

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to any Pension Plan which could result in the imposition of a lien or the posting of a bond or other security; or (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to a Loan Party or any of the Subsidiaries.

“Euro” means the base unit of currency among participating European Union countries.

“Euro Acceleration” has the meaning assigned to such term in Section 7.04.

“Euro Agents” mean the U.K. Administrative Agent and the Euro Collateral Agent.

“Euro Borrower” has the meaning assigned to such term in the preamble hereto.

“Euro Borrowing” means a Borrowing of Loans in Euros.

“Euro Collateral” means all Collateral securing only the Euro Obligations.

“Euro Collateral Agent” means Citicorp Trustee Company Limited, in its capacity as collateral agent under the Euro Security Documents and the Euro Intercreditor Agreement, and any of its successors or assigns.

“Euro Equivalent” means at the time of determination thereof (a) with respect to Euros, the amount in Euros and (b) with respect to any amount in Dollars, the equivalent of such amount in Euros determined by using the rate of exchange quoted by Citibank International plc in London at 11:00 a.m. (London time) on the date of determination to prime banks in London for the spot purchase in the London foreign exchange market of such amount of Euros with Dollars.

“Euro Intercreditor Agreement” means the First Amended and Restated Euro Intercreditor and Collateral Agency Agreement, substantially in the form of Exhibit P-2, dated as of the date hereof, among the U.K. Administrative Agent, Wells Fargo Bank, N.A., as trustee for holders of the First Lien Notes, Wells Fargo Bank, N.A., as trustee for holders of the Second Lien Notes, Wells Fargo Bank, N.A., as trustee for the holders of the Third Lien Notes, and Citicorp Trustee Company Limited, as Euro Collateral Agent, and the other persons who may become party thereto from time to time.

“Euro Loan Parties” means (a) the Euro Borrower, (b) each Subsidiary Borrower and (c) each Subsidiary of the Euro Borrower designated on Schedule 1.01(b) as a subsidiary guarantor or which becomes such a subsidiary guarantor pursuant to the provisions of Section 5.11.

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“Euro Obligations” means, with respect to the Euro Borrower and any Subsidiary Borrower, the unpaid principal of and interest on (including interest accruing after the maturity of the Loans made to the Euro Borrower and any Subsidiary Borrower and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganizations or like proceeding, relating to the Euro Borrower and any Subsidiary Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans made to the Euro Borrower and any Subsidiary Borrower and all other obligations and liabilities of the Euro Borrower and any Subsidiary Borrower to any Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other document made, delivered or given in connection herewith, whether on account of principal, interest, fees, indemnities, costs or expenses (including, without limitation, all fees, charges and disbursements of counsel (including the allocated costs of internal counsel) that are to be paid by the Euro Borrower and any Subsidiary Borrower to any Agent or to any Lender pursuant to any Loan Document) or otherwise. For the avoidance of doubt, this definition of “Euro Obligations” shall not include any obligations in respect of Bank Related Debt.

“Euro Bank Pledge Agreement” means the Euro Bank Pledge Agreement, substantially in the form of Exhibit I-3, dated as of the date hereof, among the U.S. Loan Parties and the Euro Collateral Agent for the benefit of the Secured Parties named therein.

“Euro Security Documents” means each security agreement, pledge agreement (including the Euro Bank Pledge Agreement), mortgage or other document or instrument identified on Schedule 3.22(f) executed and delivered for the benefit of the Euro Collateral Agent or the U.K. Administrative Agent on behalf of the Revolving Euro Lenders, the Euro Intercreditor Agreement and each other security agreement, mortgage or other instrument or document executed and delivered pursuant to Section 5.11 to secure any of the Euro Obligations. The Euro Security Documents shall also include the French Delegations of Dividends.

“Euro Subsidiary Loan Parties” means each Subsidiary of the Euro Borrower designated on Schedule 1.01(b) as a subsidiary guarantor or Subsidiary Borrower or which becomes a subsidiary guarantor pursuant to the provisions of Section 5.11.

“Euro Termination” has the meaning assigned to such term in Section 7.05(b).

“Eurocurrency Borrowing” means a Borrowing comprised of Eurocurrency Loans.

“Eurocurrency Loan” means any Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

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“Eurocurrency Revolving Credit Borrowing” means a Revolving Credit Borrowing comprised of Eurocurrency Loans.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Event of Termination” has the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” means, without duplication, for Crown Holdings and its Subsidiaries for any period for which such amount is being determined:

(a) Consolidated Net Income of Crown Holdings and its Subsidiaries adjusted to exclude any amount of gain that both (x) is included in Consolidated Net Income and (y) results in Net Proceeds actually applied to the prepayment of the Loans pursuant to Section 2.05(d), plus

(b) the amount of depreciation, amortization of intangibles, deferred taxes and other non-cash expenses (other than any deductions which (or should) represent the accrual of a reserve for the payment of cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) which, pursuant to GAAP, were deducted in determining such Consolidated Net Income of Crown Holdings and its Subsidiaries, plus

(c) the amount by which working capital for such period decreased (i.e., the decrease in Consolidated Current Assets (excluding cash and Permitted Investments) of Crown Holdings and its Subsidiaries minus Consolidated Current Liabilities (excluding (A) changes in current liabilities for borrowed money and (B) cash or Permitted Investments which are Net Proceeds required to be applied to the prepayment of the Loans pursuant to Section 2.05(d)) of Crown Holdings and its Subsidiaries from the beginning to the end of such period), minus

(d) the amount by which working capital for such period increased (i.e., the increase in Consolidated Current Assets (excluding cash and Permitted Investments) of Crown Holdings and its Subsidiaries minus Consolidated Current Liabilities (excluding (A) changes in current liabilities for borrowed money and (B) cash or Permitted Investments which are Net Proceeds required to be applied to the prepayment of the Loans pursuant to Section 2.05(d)) of Crown Holdings and its Subsidiaries from the beginning to the end of such period), minus

(e) the amount of Capital Expenditures of Crown Holdings and its Subsidiaries that are paid other than from the proceeds of Borrowings in such period, minus

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(f) the amount of Asbestos Payments and cash payments in respect of pension or health care benefit obligations of Crown Holdings and its Subsidiaries that are actually paid in such period, minus

(g) payments of principal under the Term B Loans on the Installment Payment Dates pursuant to Section 2.05(e) made during such period, minus

(h) optional prepayments of principal under the Term B Loans made during such period, minus

(i) payments of principal or purchases in respect of Existing Unsecured Debt (other than the Debentures), the Second Lien Notes and the Third Lien Notes to the extent not refinanced with proceeds of Indebtedness (except to the extent that the amounts of such payments were utilized to decrease the mandatory prepayments under Section 2.05(d)(iv) in respect of Excess Cash Flow for the preceding Fiscal Year).

For purposes of the foregoing and without duplication, Consolidated Net Income will exclude (x) all losses on the sale of capital assets or losses which are out of the ordinary course of business and (y) all write-downs of capital assets.

“Excess New Revolving LC Commitment Fee Percentage” has the meaning assigned to such term in Section 2.21(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Asset Sale” has the meaning assigned to such term in Section 2.05(d)(iii).

“Excluded Debt Issuance” means any Indebtedness permitted to be incurred under Section 6.01(a).

“Excluded U.K. Companies” means CarnaudMetalbox Bevcan Limited, CarnaudMetalbox Aerosols (UK) Limited, Metalbox Employees Funds Trustee Limited, Metalbox Life Funds Trustee Limited, Metalbox Pension Trustees Limited, CarnaudMetalbox Closures Limited, Metalbox Limited, CMB Charities Limited, CMB Bottles & Closures Limited, Thomas Ashton Limited, CMB Benevolent Fund Limited, Metgate Developments Limited, The Can Makers Limited and Crown Cork & Seal Finance (No. 2) Limited, each a company organized under the laws of England and Wales.

“Executive Order” has the meaning assigned to such term in Section 3.23.

“Existing Credit Agreement” means that certain Credit Agreement dated as of February 26, 2003, among the U.S. Borrower, the Euro Borrower, each of the subsidiary borrowers

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referred to therein, CCSC, Crown Holdings and Crown International, the financial institutions listed therein and Citicorp North America, Inc., as administrative agent, and Citibank International plc, as U.K. administrative agent.

“Existing Factoring Facilities” means the existing factoring programs of the Euro Borrower and its subsidiaries in France, Belgium, Italy, South Africa and Spain and having the amount outstanding under such facilities, in each case as set forth on Schedule 3.21(c).

“Existing Letter of Credit” shall mean each letter of credit previously issued for the account of the U.S. Borrower or any other Subsidiary of Crown Holdings that is (a) outstanding on the Effective Date and (b) listed on Schedule 2.06(a).

“Existing Non-U.S. Facilities” means the existing working capital facilities of the Non-U.S. Subsidiaries of the Euro Borrower or the U.S. Borrower as of the Effective Date and having size and principal amount outstanding under such facilities, in each case as set forth on Schedule 3.21(b).

“Existing Unsecured Debt” means each of the following Indebtedness to the extent outstanding on the Effective Date:

(1) the Debentures;

(2) $300.0 million original principal amount of 8 ³/8% Notes due 2005 of CCSC issued under the 1995 Indenture;

(3) $300.0 million original principal amount of 7% Notes due 2006 of Crown Cork & Seal Finance PLC issued under the 1996 Indenture; and

(4) €300.0 million original principal amount of 6% Senior Notes due 2004 of Crown Finance S.A. issued under the Fiscal and Paying Agency Agreement dated as of December 6, 1999 among CCSC, Crown Finance S.A. and Citibank, N.A. as paying agent.

“Factoring Subsidiary” means any Subsidiary of the U.S. Borrower or the Euro Borrower that sells Receivables Assets or otherwise raises financing through a factoring program in connection with a Permitted Receivables or Factoring Financing.

“Federal Funds Rate” means, for any day, the weighted average of the rates (rounded upwards, if necessary, to the nearest 1/100th of 1%) on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate for such transactions on the next preceding

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Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fees” means the Commitment Fees, the LC Fees and the Agent Fees.

“Financial Officer” of any corporation, partnership or other entity means the chief financial officer, the principal accounting officer, Treasurer or Controller of such corporation, partnership or other entity.

“First Lien Indebtedness” means the outstanding amount of all Indebtedness (without giving effect to clause (i) in the definition thereof) of Crown Holdings or any of its Subsidiaries secured by (or that has a benefit of) a Lien on any assets or properties of Crown Holdings or any of its Subsidiaries (other than Indebtedness permitted to be incurred under Section 6.01(a)(iii), (iv), (v) or, to the extent not First Lien Notes or Additional First Lien Notes, Section 6.01(a)(vi)). First Lien Indebtedness shall include (i) the First Lien Notes and any Additional First Lien Notes, (ii) Loans and Reimbursement Obligations under this Agreement, (iii) the Receivables Net Investment and other amounts payable under any Permitted Receivables or Factoring Financing, (iv) the face amount of any outstanding Letter of Credit (whether or not drawn), (v) the Existing Non-U.S. Facilities and (vi) any liability recorded in accordance with SFAS 133 which does not represent an actual obligation and for which an offsetting derivative contract has been recorded in the financial statements in accordance with GAAP (but to the extent, and only to the extent, such liability exceeds $50,000,000).

“First Lien Leverage Ratio” means, for any Test Period, the ratio of (a) First Lien Indebtedness of Crown Holdings and its Subsidiaries as of the last day of such Test Period to (b) Consolidated EBITDA of Crown Holdings and its Subsidiaries for such Test Period.

“First Lien Notes” means the €350.0 million in aggregate principal amount of 6 ¹/4% First Priority Senior Secured Notes due 2011 of the Euro Borrower issued under the First Lien Notes Indenture on the Effective Date.

“First Lien Notes Indenture” means the Indenture dated as of September 1, 2004, by and among the Euro Borrower, the guarantors named therein and Wells Fargo Bank, N.A. (f/k/a Wells Fargo Bank Minnesota, National Association), as trustee, governing the First Lien Notes.

“First Tier Subsidiary” means any Subsidiary of the Euro Borrower organized in England, Belgium, Canada, Germany, France, Mexico and Switzerland that, directly or indirectly, owns all of the Equity Interests of the other Subsidiaries of the Euro Borrower organized in the same jurisdiction.

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“Fiscal Quarter” means any quarter of a Fiscal Year.

“Fiscal Year” means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar year (e.g., the “2003 Fiscal Year”) refer to the Fiscal Year ending on December 31 occurring during such calendar year.

“French Delegations of Dividends” shall mean, with respect to a Subsidiary Loan Party organized in France, the delegations of dividends (“délégations de dividendes”) pertaining to dividends to be received by such Subsidiary Loan Party from all its subsidiaries organized under the laws of France in which it holds Equity Interests, if any, in favor of the Euro Collateral Agent.

“French Intercompany Borrower” means each Subsidiary of the Euro Borrower organized under the laws of France that executes and delivers a French Intercompany Loan Agreement.

“French Intercompany Loan Agreement” means a written agreement relating to an Intercompany Loan from the Euro Borrower to a Subsidiary of the Euro Borrower organized in France.

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis.

“German Borrowers” means each Subsidiary of the Euro Borrower organized under the laws of the Federal Republic of Germany, and designated as such on Schedule 1.01(b), and each other Subsidiary of the Euro Borrower organized under the laws of the Federal Republic of Germany and requested by the Euro Borrower to be a German Borrower, subject to the approval of the Administrative Agent.

“Governmental Authority” means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body, including any central bank.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the

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purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof (including pursuant to a “synthetic lease”), (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or any “keep well,” maintenance of net worth or other similar agreement or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of the obligation under any Guarantee shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made (including principal, interest and fees) and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of the obligation under such Guarantee shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the guarantor in good faith; irrespective, in any such case, of any amount thereof that would, in accordance with GAAP, be required to be reflected on a balance sheet of such Person.

“Guarantee Agreements” means the Non-U.S. Guarantee Agreements and the U.S. Guarantee Agreement.

“Guarantors” means, for purposes of Section 7.01(j) and Article IX only, the Parent Guarantors and the Euro Borrower.

“Hazardous Materials” means all pollutants, contaminants, wastes, substances, chemicals, materials and other constituents, including, without limitation, crude oil, petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls (“PCBs”) or PCB-containing materials or equipment of any nature which can give rise to Environmental Liability under, or are regulated pursuant to, any Environmental Law.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rate, currency values or commodity prices.

“Immaterial Subsidiary” shall mean any Subsidiary of Crown Holdings designated as such in writing to the Administrative Agent from time to time by Crown Holdings; provided that (i) no Loan Party or Intercompany Borrower hereunder may be an Immaterial Subsidiary, (ii) no subsidiary that is a Significant Subsidiary may be an Immaterial Subsidiary, (iii) the aggregate equity value of all Immaterial Subsidiaries shall not exceed $50.0 million at any time and (iv) the aggregate Indebtedness of all Immaterial Subsidiaries shall not exceed $100.0 million at any time. Schedule 3.02 lists the Immaterial Subsidiaries as of the Effective Date.

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“Impermissible Qualification” means, relative to the opinion or certification of any independent public accountant as to any financial statement of Crown Holdings, any qualification or exception to such opinion or certification

(a) which is of a “going concern” or similar nature;

(b) which relates to the limited scope of examination of matters relevant to such financial statement; or

(c) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause a default under any of Sections 6.12 through 6.14, inclusive.

“Increased Amount Date” has the meaning assigned to such term in Section 2.21(a).

“Increased Cost Lender” has the meaning assigned to such term in Section 2.20.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid (excluding obligations to pay salary or benefits under deferred compensation or other benefit programs), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness (excluding prepaid interest thereon) of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness or other monetary or financial obligations of others, (h) all Capital Lease Obligations of such Person, (i) all payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements, (j) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, surety bonds and performance bonds, whether or not matured.

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The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is directly liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnitee” has the meaning assigned to such term in Section 10.05(b).

“Information Memorandum” means (i) the Confidential Information Memorandum dated August 2004 and posted electronically on Intralinks relating to Crown Holdings and this Agreement and (ii) the Offering Memorandum dated August 11, 2004 related to the First Lien Notes.

“Installment Payment Date” has the meaning given to such term in Section 2.05(e).

“Insurance Subsidiary” means Crownway Insurance Company, a Vermont corporation.

“Intellectual Property” has the meaning given to such term in the U.S. Security Agreement.

“Intercompany Borrower” means each Subsidiary of the Euro Borrower that executes and delivers an Intercompany Note or a French Intercompany Loan Agreement.

“Intercompany Collateral Documents” means each document or instrument executed and delivered by an Intercompany Borrower granting a Lien on any of its property to secure payment of an Intercompany Loan and related obligations as listed on Schedule 4.01(l).

“Intercompany Loan Documents” means the Intercompany Notes or the French Intercompany Loan Agreements, the Intercompany Collateral Documents and each other document executed and delivered by an Intercompany Borrower.

“Intercompany Loans” means (a) the Intercompany Notes and (b) the intercompany loans represented by French Intercompany Loan Agreements, in each case, as identified on Schedule 4.01(k).

“Intercompany Notes” means the intercompany loans made by the Euro Borrower to CROWN Verpakking Nederland NV and represented by Intercompany Notes substantially in the form of Exhibit T, as identified on Schedule 4.01(k)-1.

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“Intercreditor Agreements” means, collectively, the U.S. Intercreditor Agreement, the Euro Intercreditor Agreement and the Receivables Intercreditor Agreement.

“Interest Payment Date” means, with respect to any Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, (a) each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and, in addition, (b) the date of any refinancing of such Borrowing with a Borrowing of a different Type.

“Interest Period” means (a) as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing (including any date on which such Borrowing shall have been converted from a Borrowing of a different Type) or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on (i) in the case of a weekly Eurocurrency Borrowing, the corresponding day of the week that is 1, 2 or 3 weeks thereafter, as the relevant Borrower may elect or (ii) in the case of any other Eurocurrency Borrowing, the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the relevant Borrower may elect; provided unless the Administrative Agent shall otherwise agree, that prior to the 31st day after the Effective Date, the applicable Borrower shall only be permitted to request Interest Periods of seven days; and (b) as to any ABR Borrowing, the period commencing on the date of such Borrowing (including any date on which such Borrowing shall have been converted from a Borrowing of a different Type) or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the earliest of (i) the next succeeding March 31, June 30, September 30 or December 31, (ii) the Term B Loan Maturity Date or Revolving Credit Maturity Date, as applicable, and (iii) the date such Borrowing is prepaid in accordance with Section 2.05 or converted in accordance with Section 2.03; provided unless the Administrative Agent shall otherwise agree, that with respect to any ABR Loans made on the Effective Date, the Interest Period shall end on September 7, 2004; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For the first Interest Period hereunder with respect to any Borrowing on the Effective Date, the first day of such Interest Period shall be deemed to be the day immediately preceding the Effective Date and interest shall accrue from and including such day immediately preceding the Effective Date.

“Investment” has the meaning assigned to such term in Section 6.04.

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“Issuing Bank” means Citicorp North America, Inc., in its capacity as the issuer of Letters of Credit hereunder and the Existing Letters of Credit (and any amendment, renewal or extension thereof), and each other Issuing Bank designated pursuant to Section 2.06(l), and their successors in such capacity as provided in Section 2.06(j). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Italian Assets” means the asset(s) of an Italian Subsidiary and that does not otherwise constitute Collateral or a Principal Property and other than any Equity Interest in any Person that is not an Italian Subsidiary.

“Italian Subsidiaries” means one or more Non-Subsidiary Loan Parties incorporated or otherwise formed under the laws of the Republic of Italy with respect to which more than 80% of each of its (i) sales are generated from operations located in the Republic of Italy and (ii) assets are located in the Republic of Italy, in each case, determined on a consolidated basis in accordance with GAAP.

“Joinder Agreement” means, with respect to any New Term Loans, a joinder agreement among the applicable Borrower, the Administrative Agent, the U.K. Administrative Agent and any New Term Loan Lenders in respect of such New Term Loans, providing for the making of such New Term Loans and the terms thereof, subject to Section 2.22.

“Joint Lead Arrangers” has the meaning assigned to such term in the preamble hereto.

“Judgment Currency” has the meaning assigned to such term in Section 10.17(b).

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the U.S. Borrower at such time plus (c) the aggregate amount of all Revolving LC Loans. The LC Exposure of any Revolving LC Lender at any time shall be its Commitment Percentage of the total LC Exposure at such time.

“LC Fees” has the meaning assigned to such term in Section 2.10(b).

“Lender Affiliate” means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is

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engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Lenders” has the meaning assigned to it in the preamble hereto, and shall include any New Revolving LC Lenders and any New Term Loan Lenders.

“Letter of Credit” means any demand letter of credit (including each Existing Letter of Credit) issued pursuant to this Agreement (and shall include any Letters of Credit issued under the New Revolving LC Commitments pursuant to Section 2.21).

“Leverage Condition 1” means the condition that for three consecutive Test Periods, the Total Leverage Ratio is less than 3.0x.

“Leverage Condition 2” means the condition that for three consecutive Test Periods, the Total Leverage Ratio is less than 3.5x.

“Leverage Condition 3” means the condition that for three consecutive Test Periods, the Total Leverage Ratio is less than 4.0x.

“LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, (a) in the case of Dollars, the rate appearing on Page 3750 of the Telerate Service and (b) in the case of Euros or Pounds Sterling, the British Bankers Association Interest Settlement Rate appearing on the appropriate page of the Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Applicable Agent from time to time for purposes of providing quotations of interest rates applicable to deposits of that currency in the London interbank market) at approximately 11:00 a.m., London time, on the Quotation Day, as the rate for Dollar or Euro or Pound Sterling deposits of $5.0 million, €5.0 million or £5.0 million, as applicable, with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurocurrency Borrowing for such Interest Period shall be the rate supplied to the Applicable Agent at its request quoted by the Reference Banks in the London interbank market as of the Quotation Day as the rate for Dollar, Euro or Pound Sterling deposits, as applicable, with a maturity comparable to such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge, assignment, hypothecation or security interest in or on such asset or any filing of any financing statement under the UCC as in effect in the applicable state

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or jurisdiction or any other similar notice or lien under any similar notice or recording statute of any Governmental Authority, in each of the foregoing cases whether voluntary or imposed by law, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset, (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities and (d) any other agreement intended to create any of the foregoing.

“Loan Documents” means this Agreement, the Guarantee Agreements, the Intercompany Loan Documents, the Security Documents, any Joinder Agreements and, if requested by a Lender pursuant to Section 2.07(e), each Note.

“Loan Parties” means each Parent Guarantor, the Borrowers and the Subsidiary Loan Parties and Crown Développement.

“Loan Party Information” has the meaning assigned to such term in Section 10.18.

“Loans” means the Revolving Dollar Loans, the Revolving Euro Loans, the Revolving LC Loans, the Term B Dollar Loans, any New Term Dollar Loans and any New Term Euro Loans.

“Mandatory Cost” means the percentage rate calculated by the U.K. Administrative Agent in accordance with Exhibit U.

“Material Adverse Effect” means a materially adverse effect on (a) the business, assets, operations or condition (financial or otherwise), contingent liabilities or prospects of Crown Holdings and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under any Loan Document, (c) the rights of or benefits available to the Lenders taken as a whole under any Loan Document, or (d) the value of the Collateral, taken as a whole, or the validity, enforceability, perfection or priority of the Liens, taken as a whole, granted to the Collateral Agents (for their benefit and for the benefit of the other applicable Lenders) on the Collateral pursuant to the Security Documents.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of Crown Holdings and its Subsidiaries (other than any Immaterial Subsidiary), individually or in an aggregate principal amount exceeding $50.0 million. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Crown Holdings or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Crown Holdings or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time. The First Lien Notes, the Second Lien Notes and the Third Lien Notes shall always constitute Material Indebtedness, regardless of the principal amount outstanding.

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“Maximum Rate” has the meaning assigned to such term in Section 10.10.

“Minority Acquisition” means the acquisition by the Euro Borrower through one or more of its Subsidiaries of the outstanding Equity Interests of the Specified Subsidiary for consideration of not more than as set forth on Schedule 6.08.

“Minority Equity Interest” means any Equity Interest in any Person engaged in a line of business which is complementary, reasonably related, ancillary or useful to any business in which Crown Holdings or any of its Subsidiaries is then engaged, where such Equity Interest constitutes 50% or less of all Equity Interests issued and outstanding of such Person.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means a mortgage, deed of trust, deed to secure debt, assignment of leases and rents, leasehold mortgage, leasehold deed of trust, leasehold deed to secure debt or other security document granting a Lien on any Mortgaged Property to secure the U.S. Obligations, including any amendment thereto. Each Mortgage shall be substantially in the form of Exhibit N or otherwise satisfactory in form and substance to the applicable U.S. Collateral Agent.

“Mortgaged Property” means, initially, each parcel of Real Property and the improvements thereto owned by a Loan Party and identified on Schedule 4.01(i)(A), and includes each other parcel of Real Property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.11.

“Multicurrency Borrowing” has the meaning assigned to such term in Section 2.12(b).

“Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA (i) to which any Loan Party or ERISA Affiliate is then making or accruing an obligation to make contributions, (ii) to which any Loan Party or ERISA Affiliate has within the preceding six plan years made contributions, including any Person which ceased to be an ERISA Affiliate during such six year period, or (iii) with respect to which any Loan Party or Subsidiary could incur liability.

“Net Cash Interest Expense” means, with respect to any Person and its Subsidiaries and for any period, Cash Interest Expense of such Person and its Subsidiaries for such period, less the amount of interest income received in cash by such Person and its Subsidiaries for such period.

“Net Indebtedness” means at any date, Indebtedness on such date less cash and Permitted Investments of Crown Holdings and its Subsidiaries on such date determined in accordance with GAAP.

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“Net Proceeds” means, with respect to any Debt Incurrence, Asset Sale, Destruction or Taking, (a) the cash proceeds actually received in respect of such event, including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a Destruction, insurance proceeds in excess of $1.0 million, and (iii) in the case of a Taking, condemnation awards and similar payments in excess of $1.0 million, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by Crown Holdings and its Subsidiaries to third parties (other than Affiliates) in connection with such event, (ii) the amount of all taxes paid (or reasonably estimated to be payable) by Crown Holdings and its Subsidiaries in connection with such event, and (iii) in the case of an Asset Sale, the amount of all payments required to be made by Crown Holdings and its Subsidiaries as a result of such event to repay Indebtedness (other than Loans) secured by a Prior Lien (as defined in the U.S. Security Agreement or applicable Mortgage) and refinancings thereof permitted hereunder or a Lien permitted by Section 6.02(vi) or (x) and the amount of any reserves established by Crown Holdings and its Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding two years and that are directly attributable to such event (as determined reasonably and in good faith by Crown Holdings); provided that any amount by which such reserves are reduced for reasons other than payment of any such contingent liabilities shall be considered “Net Proceeds” upon such reduction.

“New Revolving LC Commitments” shall have the meaning assigned to such term in Section 2.21.

“New Revolving LC Lender” shall have the meaning assigned to such term in Section 2.21.

“New Revolving LC Loans” shall mean Revolving LC Loans of New Revolving LC Lenders pursuant to Section 2.06(a).

“New Term Dollar Loan” shall having the meaning assigned to such term in Section 2.22.

“New Term Euro Loan” shall have the meaning assigned to such term in Section 2.22.

“New Term Loan Commitments” shall have the meaning assigned to such term in Section 2.22.

“New Term Loan Dollar Commitments” shall have the meaning assigned to such term in Section 2.22.

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“New Term Loan Dollar Lender” shall have the meaning assigned to such term in Section 2.22.

“New Term Loan Effective Date” shall have the meaning assigned to such term in Section 2.22.

“New Term Loan Euro Commitments” shall have the meaning assigned to such term in Section 2.22.

“New Term Loan Euro Lender” shall have the meaning assigned to such term in Section 2.22.

“New Term Loan Lender” shall mean a New Term Loan Dollar Lender or a New Term Loan Euro Lender, as the context may require.

“New Term Loan Maturity Date” shall have the meaning assigned to such term in Section 2.22.

“New Term Loans” shall have the meaning assigned to such term in Section 2.22.

“1993 Indenture” means the Indenture dated as of April 1, 1993 between CCSC and Bank One Trust Company, NA, as successor to Chemical Bank, as trustee.

“1995 Indenture” means the Indenture dated as of January 15, 1995 between CCSC and Bank One Trust Company, NA, as successor to Chemical Bank, as trustee.

“1996 Indenture” means the Indenture dated as of December 17, 1996 among CCSC, Crown Cork & Seal Finance PLC, Crown Cork & Seal Finance S.A. and The Bank of New York, as trustee.

“Non-Consenting Lender” shall have the meaning assigned to such term in Section 10.09(g).

“Non-Priority Debt” means any Unsubordinated Debt other than First Lien Notes, Additional First Lien Notes, Term B Loans and Existing Unsecured Debt (other than the Debentures).

“Non-Subsidiary Loan Party” means any Subsidiary of Crown Holdings that is not a Subsidiary Loan Party.

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“Non-U.S. Guarantee Agreement” means each Non-U.S. Guarantee Agreement, substantially in the form of Exhibit K, to be entered into by each Euro Subsidiary Loan Party and the U.K. Administrative Agent for the benefit of the Revolving Euro Lenders.

“Non-U.S. Guarantee Subsidiary” means any Wholly Owned Subsidiary organized in England, Belgium, Canada, France, Germany, Mexico or Switzerland (other than a Receivables Subsidiary or an SLB Subsidiary) and any Wholly Owned Subsidiary organized in Canada (other than a Receivables Subsidiary or an SLB Subsidiary).

“Non-U.S. Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, a Loan Party or any Subsidiary with respect to employees employed outside the United States.

“Non-U.S. Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is organized under the laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia.

“Note” means a note substantially in the form of Exhibit F-1 or F-2.

“Obligations” means the U.S. Obligations, the Euro Obligations and the Subsidiary Borrower Obligations.

“Officer’s Certificate” means a certificate delivered by the relevant Borrower substantially in the form of Exhibit G-1 or 2, as applicable.

“Organic Document” means (i) relative to each Person that is a corporation, its charter, its by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock, (ii) relative to each Person that is a partnership, its partnership agreement and any other similar arrangements applicable to any partnership or other equity interests in the Person and (iii) relative to any Person that is any other type of legal entity, such documents as shall be comparable to the foregoing.

“Parent Guarantor” means each of Crown Holdings, CCSC and Crown International and any other Subsidiary of Crown Holdings that is a parent company (directly or indirectly) of either the U.S. Borrower or the Euro Borrower (other than Crown Développement) under their respective guaranties in Article IX and Crown Développement under the Crown Développement Parent Guarantee. For purposes of Article IX hereof only, “Parent Guarantor” shall not include Crown Développement.

“Participant” has the meaning assigned to such term in Section 10.04(f).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

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“Pension Plan” means a “pension plan,” as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which any Loan Party or any ERISA Affiliate may have liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Perfection Certificate” means a certificate in the form of Annex 3 to the U.S. Security Agreement or any other form approved by the U.S. Collateral Agent.

“Permitted Acquisition” shall mean any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any Person, or of any business or division of any Person; (b) acquisition of in excess of 50% of the Equity Interests of any Person, and otherwise causing such Person to become a Subsidiary of such Person; or (c) merger or consolidation or any other combination with any Person, if each of the following conditions is met:

(i) no Default or Event of Default then exists or would result therefrom;

(ii) after giving effect to such transaction on a pro forma basis, (A) Crown Holdings shall be in compliance with all covenants set forth in Sections 6.12 through 6.14 as of the most recent Test Period (assuming, for purposes of Sections 6.12 through 6.14, that such transaction, and all other Permitted Acquisitions consummated since the first day of the relevant Test Period for each of the financial covenants set forth in Sections 6.12 through 6.14 ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period), and (B) Crown Holdings shall have at least $350.0 million of Available Liquidity after giving effect to the consummation of the Acquisition;

(iii) the Person or business to be acquired shall be, or shall be engaged in, a business of the type that the Borrowers and the Subsidiaries are permitted to be engaged in under Section 6.03(c) and (x) if such Person shall be a U.S. Subsidiary, such Person shall execute a joinder, and become party, to the U.S. Intercreditor Agreement, the Euro Intercreditor Agreement and, if applicable, the Receivables Intercreditor Agreement, and the Sharing Agreement, and the property of such Person acquired in connection with any such transaction shall be made subject to the Lien of the Security Documents and shall be free and clear of any Liens, other than Permitted Liens, and (y) if such Person shall be a Non-U.S. Guarantee Subsidiary, to the extent permitted by applicable law, such Person shall execute a joinder, and become party, to the Euro Intercreditor Agreement and the Sharing Agreement, and the property of such Person acquired in connection with any such transactions shall be made subject to the Lien of the Euro Security Documents and shall be free and clear of any Liens, other than Permitted Liens;

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(iv) with respect to any transaction involving Acquisition Consideration of more than $50.0 million, unless the Administrative Agent shall otherwise agree, Crown Holdings shall have provided the Administrative Agent and the Lenders with (A) historical financial statements for the last three Fiscal Years of the Person or business to be acquired (if available) and unaudited financial statements thereof for the most recent interim period (if available), (B) reasonably detailed projections for the succeeding five years (if available) pertaining to the Person or business to be acquired and updated projections for Crown Holdings after giving effect to such transaction, (C) copies of all material documentation pertaining to such transaction, and (D) all such other information and data relating to such transaction or the Person or business to be acquired as may be reasonably requested by the Administrative Agent or the Requisite Lenders;

(v) with respect to any transaction involving Acquisition Consideration of more than $10.0 million, at least 2 Business Days prior to the proposed date of consummation of the transaction, Crown Holdings shall have delivered to the Agents and the Lenders an Officers’ Certificate certifying that (A) such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance), and (B) such transaction could not reasonably be expected to result in a Material Adverse Effect; and

(vi) the Acquisition Consideration for all Permitted Acquisitions since the Effective Date shall not exceed $250.0 million; provided that such amount shall be increased to $500.0 million if and for so long as Leverage Condition 2 is satisfied.

“Permitted Cross Chain Transactions” means

(i) any merger or consolidation of any Wholly Owned Subsidiary of the U.S. Borrower or the Euro Borrower into any other Subsidiary of the U.S. Borrower or the Euro Borrower in a transaction in which the surviving entity is a Wholly Owned Subsidiary of the U.S. Borrower or the Euro Borrower and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party and

(ii) any sale or transfer by any Subsidiary Loan Party of all or substantially all of its assets or all of the stock of a Subsidiary that it owns to any other Subsidiary Loan Party or any such sale between Non-Subsidiary Loan Parties (whether or not such Subsidiaries are both Subsidiaries of the same Borrower);

provided that (a) if one or more of the Subsidiaries that are the subject of the merger or sale of assets or sale of stock, or the seller of the stock is a Subsidiary Loan Party, the Liens under the Security Documents on the assets or such stock and the Guarantee of the Obligations of such Subsidiary Loan Parties will (and the Administrative Agent and the U.K. Administrative Agent will be satisfied that such Lien and Guarantee will) remain valid, enforceable and shall

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not be impaired as a result of such transactions and that the Lien on such assets or such stock continues to secure at least all Obligations secured prior to such transactions and the Administrative Agent shall have received legal opinions from counsel to the Borrowers and reasonably acceptable to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent with respect to the continued validity and enforceability and non-impairment of such Guarantee and Liens and the continued perfection of such Liens, (b) if the surviving entity of any such merger in clause (i) is not a Subsidiary Loan Party or any such sale in clause (ii) is to a Non-Subsidiary Loan Party, the parent companies of the non-surviving entity or the seller, as applicable, received fair consideration in connection with such transaction in the form of either cash or an intercompany note secured by substantially all of the assets of the obligor and (c) Crown Holdings shall have delivered an officers’ certificate to the Administrative Agent confirming compliance with clauses (a) and (b).

“Permitted Investments” means:

(1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or any member state of the European Union (as it exists on the Effective Date) or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States of America or such member state of the European Union, in each case maturing within one year from the date of acquisition thereof;

(2) marketable direct obligations issued by any State of the United States of America or any political subdivision of any such State or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

(3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s;

(4) time deposits, demand deposits, certificates of deposit, Eurodollar time deposits or bankers’ acceptances maturing within one year from the date of acquisition thereof or overnight bank deposits, in each case, issued by any bank organized under the laws of any member state of the European Union (as it exists on the Effective Date), the United States of America or any State thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $500.0 million;

(5) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and

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(6) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

“Permitted Issuer” means a Parent Guarantor (other than CCSC), the U.S. Borrower or the Euro Borrower or any direct special purpose finance Subsidiary of any of the foregoing formed solely to be the issuer of any Refinancing Plan Indebtedness; provided that such Person becomes a Loan Party and Section 5.11 is complied with respect to such special purpose finance Subsidiary.

“Permitted Liens” has the meaning assigned to such term in Section 6.02.

“Permitted Parent Guarantor Transaction” means

(i) any merger or consolidation of any Subsidiary with or into a Wholly Owned Subsidiary of Crown Holdings that is a Parent Guarantor (other than CCSC) and, if such merger or consolidation includes a Borrower, with the applicable Borrower as the surviving corporation or

(ii) any sale of the Equity Interests of any Subsidiary or any distribution or dividend or other transfer of the Equity Interests of any Subsidiary to Crown Holdings or any of its Wholly Owned Subsidiaries that is a Parent Guarantor (other than CCSC);

provided, however, that (a) such transaction has been approved by the board of directors of Crown Holdings, and a certified copy of the written resolution approving such transaction shall have been provided to the Administrative Agent, (b) both before and after giving effect to such transaction and deeming such transaction to be a Credit Event under this Agreement, the conditions in paragraphs (b) and (c) of Section 4.02 with respect to such Credit Event have been satisfied (treating such Credit Event as a representation and warranty by the Credit Parties on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of Section 4.02), (c) if the Subsidiary that is the subject of the merger or consolidation or the sale or dividend or distribution of Equity Interests is a Loan Party, the Liens under the Security Documents on the Equity Interests and assets and the Guarantee of the Obligations of such Loan Party will (and the Administrative Agent and the U.K. Administrative Agent will be satisfied that such Lien and Guarantee will) remain valid, enforceable and shall not be impaired as a result of such transactions and that the Lien on such assets continues to secure at least all Obligations secured prior to such transactions, and the Administrative Agent shall have received legal opinions from counsel to the Borrowers and reasonably acceptable to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent with respect to the continued validity and enforceability and non-impairment of such Guarantee and Liens and the continued perfection of such Liens, and (d) Crown Holdings shall have delivered an officers’ certificate to the Administrative Agent confirming compliance with clauses (a), (b) and (c), and (d) after the consummation of such transaction, Crown Holdings

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will own at all times, directly or indirectly, 100% of the Equity Interests of the U.S. Borrower and the Euro Borrower (the failure of this condition to be met at any time shall be deemed an occurrence of a Change in Control).

“Permitted Public Refinancing Debt” means senior or subordinated unsecured notes, including convertible notes, of a Permitted Issuer sold pursuant to a public offering or pursuant to an offering in reliance on Section 4(2) and Rule 144A and/or Regulation S under the Securities Act of 1933, as amended, the terms of which notes (i) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to six months after the Term B Loan Maturity Date, (ii) do not restrict, limit or adversely affect the ability of any Loan Party or any of its Subsidiaries to perform its obligations under any of the Loan Documents, (iii) are subject to covenants, events of default, subsidiary guaranties, and other terms of which, taken as a whole, that are not more restrictive to the issuer thereof than those set forth in the Third Lien Notes (as reasonably determined by the Administrative Agent), (iv) provide that no Subsidiary of Crown Holdings is an obligor under such notes that is not a Loan Party and (v) are customary for similar offerings by issuers with credit ratings, financial profiles and capital structures comparable to that of Crown Holdings.

“Permitted Receivables or Factoring Financings” means

(i) the transactions under the Second Amended and Restated Receivables Purchase Agreement dated as of December 5, 2003 among Crown Cork & Seal Receivables (DE) Corporation, as Seller, Crown Cork & Seal Company USA, Inc., as the Servicer, the banks and other financial institutions party thereto as Purchasers thereunder and Citibank, N.A., as administrative agent for the Purchasers and the other owners thereunder, as the same has been amended through and including the Effective Date and may thereafter be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof (as so amended, amended and restated, supplemented or otherwise modified, the “Receivables Purchase Agreement”), and under the “Transaction Documents” as defined therein,

(ii) the Existing Factoring Facilities and

(iii) refinancings of the program under the Receivables Purchase Agreement and/or the Existing Factoring Facilities (including, without limitation, by extending the maturity thereof) or the consummation of one or more other receivables or factoring financings (including any amendment, modification or supplement thereto or refinancing or extension thereof), with the aggregate Receivables Net Investment of all Permitted Receivables or Factoring Financings under clauses (i) through (iii) outstanding at any time not to exceed $500.0 million, in each case pursuant to a structured receivables financing consisting of a securitization or factoring of Receivables Assets the material terms of which are substantially similar to the receivables or factoring programs described in clauses (i) and (ii) or otherwise on market terms for companies

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having a credit profile similar to Crown Holdings and its Subsidiaries at the time of such refinancing or financing; provided that the aggregate Receivables Net Investment of all Permitted Receivables or Factoring Financings outstanding at any time may exceed $400.0 million only to the extent that such excess is paid with respect to a securitization or factoring of Receivables Assets of a Non-Subsidiary Loan Party.

“Person” means any natural person, corporation, trust, joint venture, association, company, partnership, limited liability company or government, or any agency or political subdivision thereof.

“Plan” means any Pension Plan or Welfare Plan.

“Pledged Securities” means any Equity Interests pledged pursuant to any Security Document.

“Pound Sterling” means the lawful money of the United Kingdom.

“Pound Sterling Equivalent” means at the time of determination thereof (a) with respect to Pound Sterling, the amount in Pound Sterling and (b) with respect to any amount in Dollars, the equivalent of such amount in Pound Sterling determined by using the rate of exchange quoted by Citibank International plc in London at 11:00 a.m. (London time) on the date of determination to prime banks in London for the spot purchase in the London foreign exchange market of such amount of Pound Sterling with Dollars.

“Principal Property” has the meaning given to such term under the indentures, agreements and instruments governing the Existing Unsecured Debt as such indentures, agreements and instruments are in effect on the Effective Date.

“Property” means any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including any ownership interests of any Person.

“Quotation Day” in respect of the determination of the LIBO Rate for any Interest Period for any Eurocurrency Borrowing in (a) Dollars, means two Business Days before the first day of that Interest Period, (b) Euros, means two TARGET Business Days before the first day of that Interest Period or (c) Pounds Sterling, means the first day of that Interest Period; provided that if quotations would ordinarily be given on more than one date, the Quotation Day for such Interest Period shall be the last of such dates.

“Real Property” means all right, title and interest of any Loan Party or any of its respective Subsidiaries in and to a parcel of real property owned, leased or operated (including, without limitation, any leasehold estate) by any Loan Party or any of its respective Subsidiaries together with, in each case, all improvements and appurtenant fixtures, equipment, personal property, easements and other property and rights incidental to the ownership, lease or operation thereof.

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“Real Property Officers’ Certificate” means a certificate substantially in the form of Exhibit O.

“Receivables Assets” means accounts receivable (including any bills of exchange), any security therefor, collections thereof, bank accounts holding payments in respect of accounts receivable, and related assets and property.

“Receivables Intercreditor Agreement” means, in connection with the Receivables Purchase Agreement, the Second Amended and Restated Intercreditor Agreement, dated as of September 1, 2004 and substantially in the form of Exhibit P-3, among Crown Holdings, Crown International, CCSC, Crown Cork & Seal Receivables (DE) Corporation, Crown Cork & Seal Company USA, Inc., CROWN Risdon USA, Inc., CROWN Zeller USA, Inc., Citibank, N.A. and the U.S. Collateral Agent, and, in connection with any amendment to or refinancing of the Receivables Purchase Agreement or any other Permitted Receivables or Factoring Financing, an intercreditor agreement (or amendment thereto or amendment and restatement thereof) substantially similar to the intercreditor agreement referred to above (as determined by the Administrative Agent).

“Receivables Net Investment” means the aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables or Factoring Financings in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of such Permitted Receivables or Factoring Financings; provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Receivables Net Investment shall be increased by the amount of such distribution, all as if such distribution had not been made.

“Receivables Subsidiary” means, initially, Crown Cork & Seal Receivables (DE) Corporation, and any other special purpose subsidiary which exists solely to purchase and sell Receivables Assets or to otherwise raise financing in connection with a Permitted Receivables or Factoring Financing.

“Reference Banks” means:

(a) in connection with the initial syndication of the Loans and Commitments, in respect of LIBO Rate and Mandatory Cost, the principal London office of Citibank, N.A.; and

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(b) on and after the Effective Date, in respect of LIBO Rate and Mandatory Cost, the principal London office of Citibank, N.A. and such two other banks as may be appointed by the Applicable Agent in consultation with Crown Holdings.

“Refinanced Term Loans” has the meaning assigned to such term in Section 10.09(e).

“Refinancing Plan Indebtedness” means any one or more of the following: (i) Permitted Public Refinancing Debt, (ii) Additional First Lien Notes, (iii) Additional Second Lien Notes and/or (iv) Additional Third Lien Notes.

“Register” has the meaning assigned to such term in Section 10.04(d).

“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Reimbursement Obligation” means any reimbursement obligation owed by the U.S. Borrower to the Issuing Bank on behalf of a Revolving LC Lender in respect of any LC Disbursement.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, trustees and advisors of such Person and such Person’s Affiliates.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Remedial Action” means (a) “remedial action,” as such term is defined in CERCLA, 42 USC Section 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to: (i) clean up, remove, treat, abate or otherwise take corrective action to address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not migrate or endanger or threaten to endanger public health, welfare or the Environment; or (iii) perform studies and investigations in connection with, or as a precondition to, (i) or (ii) above.

“Replacement Term Loans” has the meaning assigned to such term in Section 10.09(e).

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“Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

“Requisite Dollar Lenders” means, at any time, Lenders having more than fifty percent (50%) of the sum of (a) the aggregate outstanding amount of the Revolving Dollar Credit Commitments or, after the termination of the Revolving Dollar Credit Commitments, the Revolving Dollar Credit Exposure, (b) the aggregate outstanding amount of all Term B Dollar Loans, (c) the aggregate outstanding amount of the Revolving LC Commitments or, after the termination of the Revolving LC Commitments, the LC Exposure and (d) the aggregate outstanding amount of any New Term Dollar Loans.

“Requisite Euro Lenders” means, at any time, Lenders having more than fifty percent (50%) of the sum of the Dollar Equivalent of (a) the aggregate outstanding amount of the Revolving Euro Credit Commitments or, after the termination of the Revolving Euro Credit Commitments, the Revolving Euro Credit Exposure and (b) the aggregate outstanding amount of any New Term Euro Loans then outstanding.

“Requisite Lenders” means, at any time, Lenders having more than fifty percent (50%) of the sum of the Dollar Equivalent of (a) the aggregate outstanding amount of the Revolving Dollar Credit Commitments and the Revolving Euro Credit Commitments or, after the termination of the Revolving Dollar Credit Commitments and/or the Revolving Euro Credit Commitments, the Revolving Dollar Credit Exposure and/or the Revolving Euro Credit Exposure, as applicable, (b) the aggregate outstanding amount of all Term B Dollar Loans, (c) the aggregate outstanding amount of the Revolving LC Commitments or, after the termination of the Revolving LC Commitments, the LC Exposure, and (d) the aggregate outstanding amount of any New Term Dollar Loans and any New Term Euro Loans.

“Requisite Revolving LC Lenders” means, at any time, Lenders having more than fifty percent (50%) of the aggregate outstanding amount of the Revolving LC Commitments or, after the termination of the Revolving LC Commitments, the LC Exposure.

“Requisite Term Lenders” means Lenders having more than fifty percent (50%) of the sum of the Dollar Equivalent of (a) the aggregate outstanding amount of all Term B Dollar Loans, and (b) the aggregate outstanding amount of any New Term Dollar Loans and any New Term Euro Loans.

“Restricted Payment” means (i) any direct or indirect dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests or Equity Rights of Crown Holdings or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests

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or Equity Rights of Crown Holdings or any Subsidiary and (ii) any voluntary or optional payment or mandatory prepayment or redemption or acquisition for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for purposes of paying such Indebtedness when due) of any Subordinated Indebtedness of Crown Holdings or any Subsidiary (unless defeased, repaid or redeemed in connection with the refinancing thereof that is otherwise permitted under this Agreement).

“Restricted Securities” shall mean any shares of capital stock or evidences of indebtedness for borrowed money issued by any Restricted Subsidiary and owned by CCSC or any Restricted Subsidiary.

“Restricted Subsidiary” means any subsidiary of CCSC that would be considered a “Restricted Subsidiary” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt as such indenture, agreement or instrument is in effect on the Effective Date.

“Revolving Credit Borrowing” means a Revolving Dollar Borrowing, a Revolving Euro Borrowing or a Revolving LC Borrowing.

“Revolving Credit Commitment Period” means the period from and including the date of this Agreement to but not including the Revolving Credit Maturity Date or any earlier date on which the Revolving Credit Commitments to make Revolving Loans pursuant to Section 2.01 shall terminate as provided herein.

“Revolving Credit Commitments” means the Revolving Dollar Credit Commitment and the Revolving Euro Credit Commitment.

“Revolving Credit Exposure” means the Revolving Dollar Credit Exposure and the Revolving Euro Credit Exposure.

“Revolving Credit Maturity Date” means February 15, 2010.

“Revolving Dollar Borrowing” means a Borrowing comprised of Revolving Dollar Loans or Revolving LC Loans.

“Revolving Dollar Credit Commitment” means, with respect to each Revolving Dollar Lender, the commitment of such Revolving Dollar Lender to make Revolving Dollar Loans in Dollars, expressed in each case as an amount representing the maximum principal amount of such Revolving Dollar Lender’s Revolving Dollar Credit Exposure hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The initial amount of each Revolving Dollar Lender’s Revolving Dollar Credit Commitment is set forth on Schedule 2.01 (in the case of Revolving Dollar Credit Commitments in effect on the

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Effective Date), or in the Assignment and Acceptance pursuant to which such Revolving Dollar Lender shall have assumed its Revolving Dollar Credit Commitment, as applicable. The aggregate amount of the Revolving Dollar Lenders’ Revolving Dollar Credit Commitments as of the Effective Date is $200.0 million.

“Revolving Dollar Credit Exposure” means, with respect to any Revolving Dollar Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Dollar Loans of such Revolving Dollar Lender.

“Revolving Dollar Lender” means a Lender with a commitment to make Revolving Dollar Loans or with any Revolving Dollar Credit Exposure, in its capacity as such.

“Revolving Dollar Loans” means the revolving loans in Dollars made by the Revolving Dollar Lenders to the U.S. Borrower pursuant to Section 2.01(a)(ii). Each Revolving Dollar Loan shall be a Eurocurrency Loan or an ABR Loan.

“Revolving Euro Borrowing” means a Borrowing comprised of Revolving Euro Loans.

“Revolving Euro Credit Commitment” means, with respect to each Revolving Euro Lender, the commitment of such Revolving Euro Lender to make Revolving Euro Loans in Euros or Pound Sterling expressed as an amount in Dollars representing the maximum aggregate amount of such Revolving Euro Lender’s Revolving Euro Credit Exposure hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The initial amount of each Revolving Euro Lender’s Revolving Euro Credit Commitment is set forth on Schedule 2.01 (in the case of Revolving Euro Credit Commitments in effect on the Effective Date), or in the Assignment and Acceptance pursuant to which such Revolving Euro Lender shall have assumed its Revolving Euro Credit Commitment, as applicable. The aggregate amount of the Revolving Euro Lenders’ Revolving Euro Credit Commitments as of the Effective Date is $200.0 million.

“Revolving Euro Credit Exposure” means, with respect to any Revolving Euro Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Euro Loans of such Revolving Euro Lender stated in the currency of each outstanding Revolving Euro Loan.

“Revolving Euro Lender” means a Lender with a commitment to make Revolving Euro Loans or with any Revolving Euro Credit Exposure, in its capacity as such.

“Revolving Euro Loans” means the revolving loans in Euros, Pounds Sterling or Dollars made by the Revolving Euro Lenders pursuant to Section 2.01(a)(iii); provided that the aggregate principal amount of all Revolving Euro Loans denominated in Pounds Sterling shall not exceed the Pound Sterling Equivalent of $150.0 million. Each Revolving Euro Loan shall be a Eurocurrency Loan.

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“Revolving Facilities” means the revolving facility represented by the Revolving Loans and Revolving Credit Commitments and the revolving letter of credit facility represented by the Revolving LC Loans and the Revolving LC Commitments.

“Revolving LC Commitment” means, with respect to each Revolving LC Lender, the commitment of such Revolving LC Lender to acquire participations in Letters of Credit hereunder and make Revolving LC Loans in respect of Reimbursement Obligations hereunder in Dollars, expressed in each case as an amount representing the maximum principal amount of such Revolving LC Lender’s LC Exposure hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The initial amount of each Revolving LC Lender’s Revolving LC Commitment is set forth on Schedule 2.01 (in the case of Revolving LC Commitments in effect on the Effective Date), or in the Assignment and Acceptance pursuant to which such Revolving LC Lender shall have assumed its Revolving LC Commitment, as applicable. The aggregate amount of the Revolving LC Lenders’ Revolving LC Commitments as of the Effective Date is $100.0 million.

“Revolving LC Commitment Period” means the period from and including the date of this Agreement to but not including the Revolving Maturity Date or any earlier date on which the Revolving LC Commitments to make Revolving LC Loans pursuant to Section 2.01 shall terminate as provided herein.

“Revolving LC Lender” means a Lender with a commitment to issue, amend or renew Letters of Credit or with any LC Exposure, in its capacity as such (including any New Revolving LC Lenders).

“Revolving LC Loan Conversion” has the meaning assigned to such term in Section 2.06(f).

“Revolving LC Loans” means Loans in Dollars pursuant to Section 2.06.

“Revolving LC Maturity Date” means February 15, 2010.

“Revolving Lenders” means Revolving Dollar Lenders, Revolving Euro Lenders, Revolving LC Lenders and New Revolving LC Lenders.

“Revolving Loans” means Revolving Dollar Loans and Revolving Euro Loans.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies.

“SEC” means the Securities and Exchange Commission.

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“Second Lien Dollar Notes” means the $1.085 billion in aggregate principal amount of 9.5% Second Priority Senior Secured Notes due 2011 of the Euro Borrower issued under the Second Lien Notes Indenture on February 26, 2003.

“Second Lien Euro Notes” means the €285 million in aggregate principal amount of 10.25% Second Priority Senior Secured Notes due 2011 of the Euro Borrower issued under the Second Lien Notes Indenture on February 26, 2003.

“Second Lien Mortgage” means a mortgage, deed of trust, deed to secure debt, assignment of leases and rents, leasehold mortgage, leasehold deed of trust, leasehold deed to secure debt or other security document granting a Lien on any Mortgaged Property to secure the Second Priority Indebtedness, as defined in the U.S. Intercreditor Agreement, including any amendment thereto.

“Second Lien Notes” means the Second Lien Dollar Notes and the Second Lien Euro Notes.

“Second Lien Notes Indenture” means the Indenture dated as of February 26, 2003, by and among the Euro Borrower, the guarantors named therein and Wells Fargo Bank, N.A. (f/k/a Wells Fargo Bank Minnesota, National Association), as trustee, governing the Second Lien Dollar Notes and Second Lien Euro Notes.

“Secured Parties” has the meaning given to such term in the applicable Security Document; provided that in the case of the Mortgages, Secured Parties shall mean the First Lien Secured Parties as defined therein.

“Security Documents” means the Euro Security Documents and the U.S. Security Documents.

“Senior Managing Agent” has the meaning assigned to such term in the preamble hereto.

“SFAS 133” means Statements of Financial Accounting Standards No. 133, as amended, “Accounting for Derivative Instruments and Hedging Activities.”

“Sharing Agreement” means the First Amended and Restated Global Participation and Proceeds Sharing Agreement, substantially in the form of Exhibit Q hereto, dated as of the date hereof, among the Administrative Agent, the U.K. Administrative Agent, the trustees under the First Lien Notes Indenture, the Second Lien Notes Indenture and the Third Lien Notes Indenture, the Collateral Agents and each of the other Persons that become a party thereto from time to time.

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“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as such Regulation is in effect on the Effective Date.

“SLB Subsidiary” means, any special purpose subsidiary which is created solely to enter into a sale and leaseback transaction otherwise permitted under this Agreement.

“Specified Subsidiary” means the Non-U.S. Subsidiary of the Euro Borrower listed on Schedule 6.08 hereto.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by any Parent Guarantor or any Subsidiary of any Parent Guarantor which are reasonably customary in an accounts receivable securitization transaction.

“Statutory Reserve Rate” means a fraction (expressed as a decimal) the numerator of which is the number one and the denominator of which is the number one minus the aggregate (expressed as a decimal) of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation and without regard to whether any Lender actually obtains or maintains eurocurrency funding for its Eurocurrency Loans. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” means any Indebtedness of Crown Holdings or any of its Subsidiaries that is expressly subordinated in right of payment to the Obligations; provided that for the avoidance of doubt, any secured Indebtedness shall not be considered “subordinated” for purposes of this definition by virtue of a junior lien priority, the Sharing Agreement or any similar agreement.

“Subsidiary” means, with respect to any Person, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person; (ii) any partnership of which more than 50% of the outstanding

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partnership interests having the power to act as a general partner of such partnership (irrespective of whether at the time any partnership interests other than general partnership interests of such partnership shall or might have voting power upon the occurrence of any contingency) are at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person; or (iii) any other legal entity the accounts of which would or should be consolidated with those of such Person on a consolidated balance sheet of such Person prepared in accordance with GAAP.

“Subsidiary Borrower” means each German Borrower and each U.K. Borrower.

“Subsidiary Borrower Obligations” means, with respect to each Subsidiary Borrower, the unpaid principal of and interest on (including interest accruing after the maturity of the Loans made to such Subsidiary Borrower and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Subsidiary Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans made to such Subsidiary Borrower and all other obligations and liabilities of such Subsidiary Borrower to any Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other document made, delivered or given in connection herewith, whether on account of principal, interest, fees, indemnities, costs or expenses (including, without limitation, all fees, charges and disbursements of counsel (including the allocated costs of internal counsel) that are to be paid by such Subsidiary Borrower to any Agent, or to any Lender pursuant to any Loan Document) or otherwise. For the avoidance of doubt, this definition of “Subsidiary Borrower Obligations” shall not include any obligations in respect of Bank Related Debt.

“Subsidiary Loan Parties” means (i) each of the U.S. Borrower’s Domestic Subsidiaries (other than any Receivables Subsidiary and the Insurance Subsidiary), (ii) each Subsidiary Borrower and (iii) each Subsidiary of the Euro Borrower and each other Subsidiary designated on Schedule 1.01(b) as a subsidiary guarantor or which becomes a subsidiary guarantor pursuant to the provisions of Section 5.11.

“Substitute Interest Rate” has the meaning assigned to such term in Section 2.12(a).

“Survey” means a survey of any Mortgaged Property (and all improvements thereon): (i) prepared by a surveyor or engineer licensed to perform surveys in the state where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof (or such longer period as may be approved by the U.S. Collateral Agent if the survey exception on any title policy relating thereto is removed or insured over) unless there shall have occurred within six months prior to such date of delivery

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any exterior construction on the site of such Mortgaged Property, in which event such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) and issue a survey endorsement.

“Syndication Agent” has the meaning assigned to such term in the preamble to this Agreement.

“Taking” means any taking of any Property of Crown Holdings or any Subsidiary or any portion thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition or use of any Property of Crown Holdings or any Subsidiary or any portion thereof, by any Governmental Authority.

“TARGET Business Day” has the meaning assigned to such term in this Section 1.01 in the definition of “Business Day.”

“Taxes” has the meaning assigned to such term in Section 2.16.

“Term B Dollar Borrowing” means a Borrowing comprised of Term B Dollar Loans or a New Term Dollar Loan.

“Term B Dollar Commitments” means with respect to a Term B Dollar Lender, the commitment, if any, of such Term B Dollar Lender to make a Term B Dollar Loan in Dollars hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Term B Dollar Loan to be made by such Term B Dollar Lender hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The initial amount of each Lender’s Term B Dollar Commitment is set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Term B Dollar Commitment, as applicable. The initial aggregate amount of the Term B Dollar Lenders’ Term B Dollar Commitments is $125.0 million.

“Term B Dollar Lender” means a Lender with a Term B Dollar Commitment and an outstanding Term B Dollar Loan to the U.S. Borrower.

“Term B Dollar Loan” means a Loan in Dollars made pursuant to Section 2.01(a)(i).

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“Term B Lender” means a Term B Dollar Lender or any New Term Dollar Lender or any New Term Euro Lender, as the context may require.

“Term B Loan Maturity Date” means September 1, 2011.

“Term B Loans” means Term B Dollar Loans, any New Term B Dollar Loans and any New Term Euro Loans, as the context may require.

“Term B Facility” means the term B facility represented by the Term B Dollar Loans and the Term B Dollar Commitments, any New Term Loans and any New Term Loan Commitments.

“Test Period” means, for the covenants contained in Sections 6.12 through 6.14, the four consecutive complete Fiscal Quarters of Crown Holdings then last ended. Compliance with such covenants shall be tested as of the end of each Test Period.

“Thai Assets” means the asset(s) of a Thai Subsidiary and that does not otherwise constitute Collateral or a Principal Property and other than any Equity Interest in any Person that is not a Thai Subsidiary.

“Thai Subsidiaries” means one or more Non-Subsidiary Loan Parties incorporated or otherwise formed under the laws of Thailand with respect to which more than 80% of each of its (i) sales are generated from operations located in Thailand and (ii) assets are located in Thailand, in each case, determined on a consolidated basis in accordance with GAAP.

“Third Lien Mortgage” means a mortgage, deed of trust, deed to secure debt, assignment of leases and rents, leasehold mortgage, leasehold deed of trust, leasehold deed to secure debt or other security document granting a Lien on any Mortgaged Property to secure the Third Priority Indebtedness, as defined in the U.S. Intercreditor Agreement, including any amendment thereto.

“Third Lien Notes” means the $725 million in aggregate principal amount of 10.875% Third Priority Senior Secured Notes due 2013 of the Euro Borrower issued under the Third Lien Notes Indenture.

“Third Lien Notes Indenture” means the Indenture dated as of February 26, 2003, by and among the Euro Borrower, the guarantors named therein and Wells Fargo Bank, N.A. (f/k/a Wells Fargo Bank Minnesota, National Association), as trustee, governing the Third Lien Notes.

“Title Company” means Fidelity National Title Insurance Company or such other title insurance or abstract company as shall be designated by the Administrative Agent.

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“Total Dollar Revolving Credit Commitment” means, at any time, the aggregate amount of the Revolving Dollar Credit Commitments of the Revolving Dollar Lenders as in effect at such time.

“Total Euro Revolving Credit Commitment” means, at any time, the aggregate amount of the Revolving Euro Credit Commitments of the Revolving Euro Lenders, as in effect at such time.

“Total Leverage Ratio” means, for any Test Period, the ratio of (a) Net Indebtedness of Crown Holdings and its Subsidiaries (exclusive of Indebtedness under any Permitted Receivables or Factoring Financing) plus any liability recorded in accordance with SFAS 133 which does not represent an actual obligation and for which an offsetting derivative contract has been recorded in the financial statements in accordance with GAAP (but, to the extent and only to the extent, such liability exceeds $50,000,000), as of the last day of such Test Period, to (b) Consolidated EBITDA of Crown Holdings and its Subsidiaries for such Test Period.

“Total Revolving LC Credit Commitment” means, at any time, the aggregate amount of the Revolving LC Commitments of the Revolving LC Lenders as in effect at such time.

“Transactions” means the execution and delivery by each Loan Party of each of the Loan Documents and the Borrowings hereunder and the issuance of the First Lien Notes.

“Transferee” has the meaning assigned to such term in Section 2.16.

“Trigger Date” means the date of delivery of financial statements for the Fiscal Quarter ended March 31, 2005.

“Triggering Event” has the meaning assigned to such term in the Sharing Agreement.

“Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, “Rate” shall include the Adjusted LIBO Rate and the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect in the applicable state or jurisdiction.

“U.K. Administrative Agent” has the meaning assigned to such term in the preamble hereto.

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“U.K. Borrowers” means each Subsidiary of the Euro Borrower organized under the laws of England and Wales, as designated as such on Schedule 1.01(b), and each other Subsidiary of the Euro Borrower organized under the laws of England and Wales and requested by the Euro Borrower to be a U.K. Borrower, subject to the approval of the Administrative Agent.

“Unsubordinated Debt” means any Indebtedness of Crown Holdings or any of its Subsidiaries that is permitted to be incurred hereunder and that is not expressly subordinated in right of payment to any other Indebtedness of Crown Holdings or any of its Subsidiaries; provided that for the avoidance of doubt, any secured Indebtedness shall not be considered “subordinated” for purposes of this definition by virtue of a junior lien priority, the Sharing Agreement or any similar agreement.

“U.S. Acceleration” has the meaning assigned to such term in Section 7.04.

“U.S. Bank Pledge Agreement” means the Bank Pledge Agreement, substantially in the form of Exhibit I-2, among Crown Holdings and the U.S. Collateral Agent for the benefit of the Secured Parties named therein.

“U.S. Borrower” has the meaning assigned to such term in the preamble hereto.

“U.S. Collateral” means all Collateral securing the U.S. Obligations and the Euro Obligations.

“U.S. Collateral Agent” means Citicorp North America, Inc., in its capacity as collateral agent under the U.S. Security Documents.

“U.S. Guarantee Agreement” means the U.S. Guarantee Agreement, substantially in the form of Exhibit H, made by the Domestic Subsidiaries (other than any Receivables Subsidiary and the Insurance Subsidiary) in favor of the Administrative Agent for the benefit of the applicable Lenders.

“U.S. Indemnity, Subrogation and Contribution Agreement” means the U.S. Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit E.

“U.S. Intercreditor Agreement” means the First Amended and Restated U.S. Intercreditor and Collateral Agency Agreement, substantially in the form of Exhibit P-1, dated as of the date hereof, among the Administrative Agent, Wells Fargo Bank, N.A., as trustee for the holders of the First Lien Notes, Wells Fargo Bank, N.A., as trustee for the holders of the Second Lien Notes, Wells Fargo Bank, N.A., as trustee for the holders of the Third Lien Notes, Citicorp North America, Inc., as U.S. Collateral Agent, and the other Persons that may become party thereto from time to time.

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“U.S. Loan Parties” means the U.S. Borrower and the Domestic Subsidiaries (other than any Receivables Subsidiary and the Insurance Subsidiary).

“U.S. Obligations” means, with respect to the U.S. Borrower, the unpaid principal of and interest on (including interest accruing after the maturity of the Loans made to the U.S. Borrower and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the U.S. Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans made to or LC Disbursements made pursuant to Letters of Credit issued for the account of the U.S. Borrower and all other obligations and liabilities of the U.S. Borrower to any Agent, the Issuing Bank or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other document made, delivered or given in connection herewith, whether on account of principal, interest, fees, indemnities, costs or expenses (including, without limitation, all fees, charges and disbursements of counsel (including the allocated costs of internal counsel) that are to be paid by the U.S. Borrower to any Agent, the Issuing Bank or to any Lender pursuant to any Loan Document) or otherwise. For the avoidance of doubt, this definition of “U.S. Obligations” shall not include any obligations in respect of Bank Related Debt.

“U.S. Security Agreement” means the U.S. Security Agreement, substantially in the form of Exhibit J among the U.S. Loan Parties and the U.S. Collateral Agent for the benefit of the Secured Parties named therein.

“U.S. Security Documents” means the U.S. Security Agreement, the U.S. Bank Pledge Agreement, the U.S. Shared Pledge Agreement, the U.S. Intercreditor Agreement, the Receivables Intercreditor Agreement, the Mortgages, the Second Lien Mortgages, the Third Lien Mortgage, the Perfection Certificate executed by the U.S. Loan Parties and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.11 or 5.12 to secure any of the U.S. Obligations.

“U.S. Shared Pledge Agreement” means the First Amended and Restated U.S. Shared Pledge Agreement, substantially in the form of Exhibit I-1, dated as of the date hereof, among the U.S. Loan Parties and the U.S. Collateral Agent for the benefit of the Secured Parties named therein.

“U.S. Subsidiary” means any Subsidiary of Crown Holdings that is not a Non-U.S. Subsidiary.

“U.S. Termination” has the meaning assigned to such term in Section 7.05(b).

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“Welfare Plan” means a “welfare plan”, as such term is defined in Section 3(1) of ERISA, that is maintained or contributed to by a Loan Party or any Subsidiary or with respect to which a Loan Party or any Subsidiary could incur liability.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Equity Interests or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Dollar Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”).

SECTION 1.03. Terms Generally. (a) The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document means such document as amended, restated, supplemented or otherwise modified from time to time and (ii) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that for purposes of determining compliance with the covenants contained in Article VI, all accounting terms herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP as in effect on the Effective Date and applied on a basis consistent with the application used in the financial statements referred to in Section 3.06.

(b) If any payment under this Agreement or any other Loan Document shall be due on any day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and in the case of any payment accruing interest, interest thereon shall be paid for the period of such extension.

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(c) For purposes of the limitations in Article VI (other than Sections 6.12 through 6.14, inclusive) stated in Dollars, non-Dollar currencies will be converted into Dollars using the methodology set forth in the definition of Dollar Equivalent at the spot exchange rate in effect at the time of incurrence.

ARTICLE II

THE CREDITS

SECTION 2.01. Credit Commitments. (a) (i) (A) Subject to the terms and conditions hereof, each Term B Dollar Lender severally agrees to make Term B Dollar Loans in Dollars to the U.S. Borrower on the Effective Date in a principal amount not to exceed its Term B Dollar Commitment.

(B) Amounts repaid or prepaid in respect of Term B Dollar Loans or any New Term Dollar Loans may not be reborrowed.

(ii) Subject to the terms and conditions hereof, each Revolving Dollar Lender severally agrees to make Revolving Dollar Loans in Dollars to the U.S. Borrower from time to time during the Revolving Credit Commitment Period.

(iii) Subject to the terms and conditions hereof, each Revolving Euro Lender severally agrees to make Revolving Euro Loans in Euros or Pounds Sterling or Dollars to the Euro Borrower and in Pounds Sterling to the U.K. Borrowers and in Euros to the German Borrowers, in each case, from time to time during the Revolving Credit Commitment Period.

(b) During the Revolving Credit Commitment Period each Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event may (i) Revolving Dollar Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (A) the Aggregate Dollar Revolving Credit Exposure would exceed the Total Dollar Revolving Credit Commitment then in effect or (B) the Revolving Dollar Credit Exposure of any Revolving Dollar Lender would exceed such Revolving Dollar Lender’s Revolving Dollar Credit Commitment, and (ii) Revolving Euro Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (A) the Dollar Equivalent as of the date of such Borrowing of the Aggregate Euro Revolving Credit Exposure would exceed the Total Euro Revolving Credit Commitment then in effect or (B) the Dollar Equivalent as of the date of such Borrowing of the Revolving Euro Credit Exposure of any Revolving Euro Lender would exceed such Revolving Euro Lender’s Revolving Euro Credit Commitment.

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(c) The Revolving Loans, the Revolving LC Loans and the Term B Dollar Loans and any New Term Dollar Loans may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans so long as such Loans are in Dollars or (iii) a combination thereof, as determined by the relevant Borrower and notified to the Administrative Agent and the U.K. Administrative Agent in accordance with Sections 2.02 and 2.03; provided that no such Loan denominated in Dollars shall be made as or converted to a Eurocurrency Loan after the day that is one month prior to the Revolving Credit Maturity Date or the Term B Loan Maturity Date, as applicable.

(d) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

SECTION 2.02. Procedure for Borrowing. (a) The applicable Borrowers may borrow under the applicable Revolving Credit Commitments (in each case, subject to the limitations in Section 2.01) or the applicable Term B Dollar Commitments by giving the notice in the form of Exhibit B (a “Borrowing Request”) to the Applicable Agent (with a copy thereof to be promptly provided to the Administrative Agent or the U.K. Administrative Agent, as the case may be), which notice must be received by the Applicable Agent prior to (a) 10:00 a.m., London time, (i) three Business Days prior to the requested Borrowing Date in the case of a Eurocurrency Borrowing denominated in Euros and (ii) one Business Day prior to the requested Borrowing Date in the case of a Eurocurrency Borrowing denominated in Pounds Sterling, or (b) 9:00 a.m., New York City time, on the proposed Borrowing Date, in the case of an ABR Borrowing. The Borrowing Request for each Borrowing shall specify (i) the identity of the Borrower and whether the requested Borrowing is to be a Revolving Dollar Borrowing, a Revolving Euro Borrowing or a Term B Dollar Borrowing, (ii) the amount to be borrowed and the currency thereof, (iii) the requested Borrowing Date (which must be the Effective Date, in the case of a Term B Dollar Borrowing), (iv) whether the Borrowing is to be of Eurocurrency Loans or ABR Loans, (v) if the Borrowing is to be of Eurocurrency Loans, the length of the initial Interest Period therefor, and (vi) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing (if the Borrowing is made by the U.S. Borrower) or a Eurocurrency Borrowing (if the Borrowing is made by the Euro Borrower or a Subsidiary Borrower). If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower thereunder shall be deemed to have selected an Interest Period of one month’s duration.

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(b) Each Borrowing shall be in a minimum aggregate principal amount of (i) $5.0 million, €5.0 million or £5.0 million, as applicable, or an integral multiple of $1.0 million, €1.0 million or £1.0 million, as applicable, in excess thereof or (ii) in the case of a Revolving Credit Borrowing, if less, the aggregate amount of the then Available Dollar Revolving Credit Commitments or Available Euro Revolving Credit Commitments, as applicable. Subject to Section 2.12, Revolving Loans specified as a Euro Borrowing shall be made and funded in Euros or Pounds Sterling, as specified in the Borrowing Request, in an aggregate amount equal to the Dollar Equivalent of the amount specified in such Borrowing Request (as determined by the U.K. Administrative Agent as of the Denomination Date for such Euro Borrowing (which determination shall be conclusive absent manifest error)).

(c) Upon receipt of a Borrowing Request from any Borrower, the Applicable Agent shall promptly notify each applicable Lender (and if requested, any Participant described in the proviso to the next sentence) of the requested currency and aggregate amount (in both the requested currency and the Dollar Equivalent thereof) of such Borrowing and of the amount (in both the requested currency and the Dollar Equivalent thereof) of such Lender’s pro rata portion thereof, which shall be based on the respective Available Dollar Revolving Credit Commitments of all the Revolving Dollar Lenders or the Available Euro Revolving Credit Commitments of all the Revolving Euro Lenders, as applicable (in the case of a Revolving Credit Borrowing), or Term B Dollar Commitments (in the case of a Term B Dollar Borrowing), as applicable. Each Lender will make the amount of its pro rata portion of each such Borrowing available to the Applicable Agent for the account of the relevant Borrower at (i) in the case of a Euro Borrowing or Pound Sterling Borrowing or a Dollar Borrowing by the Euro Borrower or Subsidiary Borrowers, the office of the U.K. Administrative Agent specified from time to time by the U.K. Administrative Agent as the place for payments in Euros or Pounds Sterling prior to 11:00 a.m., London time, and (ii) in the case of a Dollar Borrowing by the U.S. Borrower, the New York office of the Administrative Agent specified in Section 10.01 prior to 12:00 noon, New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent and, subject to Section 2.12, denominated in the requested currency. Amounts so received by the Applicable Agent will promptly be made available to the relevant Borrower by the Applicable Agent crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Applicable Agent by the Lenders and in like funds as received by the Applicable Agent; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(f) shall be remitted by the Administrative Agent to the Issuing Bank.

SECTION 2.03. Conversion and Continuation Options for Loans. (a) Each Borrower may elect from time to time to convert (i) Eurocurrency Loans that are in Dollars to ABR Loans by giving the Administrative Agent prior notice of such election not later than 10:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior notice of

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such election not later than 11:00 a.m., London time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurocurrency Loans is made other than on the last day of an Interest Period with respect thereto, such Borrower shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurocurrency Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Revolving Credit Maturity Date or the Term B Loan Maturity Date, as applicable.

(b) Any Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving prior notice to the Applicable Agent, not later than 11:00 a.m., London time, three Business Days prior to a requested continuation setting forth the length of the next Interest Period to be applicable to such Loans; provided that no Eurocurrency Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing or (ii) after the date that is one month prior to the Revolving Credit Maturity Date or the Term B Loan Maturity Date, as applicable; and provided, further, that if such Borrower shall fail to give any required notice as described above in this Section 2.03 or if such continuation is not permitted pursuant to the preceding proviso, then (A) in the case of Loans in Euros or Pounds Sterling, such Loans shall continue as Eurocurrency Loans bearing interest at a rate determined by reference to the LIBO Rate with an Interest Period of one month commencing on the last day of the then current Interest Period or (B) in the case of Loans in Dollars, such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period (in which case the Administrative Agent shall notify Crown Holdings of such conversion).

(c) In connection with (i) any weekly Eurocurrency Loans, there shall be no more than three (3) Eurocurrency Borrowings outstanding for the Euro Borrower and one (1) Eurocurrency Borrowing for the U.S. Borrower, at any time and (ii) any other Eurocurrency Loans, there shall be no more than ten (10) Interest Periods outstanding at any time.

SECTION 2.04. [Reserved].

SECTION 2.05. Optional and Mandatory Prepayments of Loans; Repayments of Term B Dollar Loans and any New Term Dollar Loans; Repayments of Revolving Loans. (a) Each Borrower may at any time and from time to time prepay the Loans (subject, in the case of Eurocurrency Loans, to compliance with the terms of Section 2.17), in whole or in part, without premium or penalty, upon irrevocable notice to the Applicable Agent not later than 12:00 noon, London time, three Business Days prior to the date of such prepayment,

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specifying (x) the date and amount of prepayment, and (y) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof (including in the case of Eurocurrency Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $5.0 million, €5.0 million or £5.0 million, as applicable, or a whole multiple of $1.0 million, €1.0 million or £1.0 million, as applicable, in excess thereof (or, if less, the remaining outstanding principal amount thereof). Notwithstanding the foregoing, any optional prepayment of Loans shall first be allocated for the prepayment of any outstanding Revolving LC Loans.

(b) In the event and on such occasion that (i) the Aggregate Dollar Revolving Credit Exposure exceeds the Total Dollar Revolving Credit Commitment, the U.S. Borrower shall prepay Revolving Dollar Borrowings in an aggregate amount equal to such excess, (ii) the Dollar Equivalent (for this purpose only, determined with respect to each Revolving Euro Borrowing as of the date of such Revolving Euro Borrowing) of the Aggregate Euro Revolving Credit Exposure exceeds the Total Euro Revolving Credit Commitment, the Euro Borrower shall prepay, or cause one or more Subsidiary Borrowers to prepay, Revolving Euro Borrowings in an aggregate amount equal to such excess or (iii) the LC Exposure exceeds the Total Revolving LC Credit Commitments, the U.S. Borrower shall prepay Revolving LC Loans (or, if no such Loans are outstanding, deposit cash collateral in a Collateral Account with the Administrative Agent pursuant to Section 2.06(k)) in an aggregate amount equal to such excess.

(c) In the event that, as of the last day of each month after the Effective Date, the Dollar Equivalent as of such day of the Aggregate Euro Revolving Credit Exposure exceeds the Total Euro Revolving Credit Commitment, then (i) on such date, the U.K. Administrative Agent shall notify the Euro Borrower and the Revolving Euro Lenders of the amount of such excess and the sum of the resulting Aggregate Euro Revolving Credit Exposure and (ii) the Euro Borrower shall prepay, or cause one or more Subsidiary Borrowers to prepay, an amount sufficient to reduce the Aggregate Euro Revolving Credit Exposure, after giving effect to such prepayment, so that the Dollar Equivalent thereof is less than or equal to the Total Euro Revolving Credit Commitment.

(d) (i) If, subsequent to the Effective Date, Crown Holdings or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (including pursuant to debt securities which are convertible into, or exchangeable or exercisable for, any Equity Interest or Equity Rights) (other than Excluded Debt Issuances) (each, a “Debt Incurrence”), the Borrowers shall prepay the Term B Loans in an amount equal to 50% of the Net Proceeds thereof immediately after receipt thereof, pro rata among the Term B Dollar Loans, any New Term Dollar Loans and any New Term Euro Loans, and in accordance with Section 2.05(f) below;

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(ii) If, subsequent to the Effective Date, Crown Holdings or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale, the Borrowers shall prepay the Term B Loans in an amount equal to 100% of such Net Proceeds immediately after receipt thereof, pro rata among the Term B Dollar Loans, any New Term Dollar Loans and any New Term Euro Loans, and in accordance with Section 2.05(f) below; provided that the Net Proceeds from one or more Asset Sales permitted by Section 6.05 and not exceeding 10% of Consolidated Tangible Assets as set forth in the financial statements most recently delivered by Crown Holdings pursuant to Section 5.01(a) or (b) (an “Excluded Asset Sale”) shall not be required to be applied as provided herein on such date if and to the extent that (1) no Default or Event of Default then exists or would arise therefrom and (2) Crown Holdings delivers an officers’ certificate to the Administrative Agent on or prior to such date stating that such Net Proceeds shall be reinvested in capital assets of Crown Holdings or any Subsidiary in each case within 300 days following the date of such Excluded Asset Sale (which certificate shall set forth the estimates of the proceeds to so expended); provided that if the Property subject to such Excluded Asset Sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 5.11;

(iii) If, subsequent to the Effective Date, Crown Holdings or any of its Subsidiaries shall receive proceeds from insurance recoveries in respect of any Destruction (but in any event excluding proceeds of business interruption or rent insurance not otherwise used for repair) or any proceeds or awards in respect of any Taking, the Borrowers shall prepay the Term B Loans in an amount equal to 100% of the Net Proceeds thereof immediately after receipt thereof, pro rata among the Term B Dollar Loans, any New Term Dollar Loans and any New Term Euro Loans, and in accordance with Section 2.05(f) below; provided that so long as no Default or Event of Default then exists or would arise therefrom, such Net Proceeds shall not be required to be so applied on such date to the extent that Crown Holdings has delivered an officers’ certificate to the Administrative Agent on or prior such date stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of Crown Holdings and its Subsidiaries, in each case within 300 days following the date of the receipt of such Net Proceeds; provided, further, if the Property subject to such Destruction or Taking constituted Collateral under the Security Documents, then any replacement or substitute Property purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the applicable Collateral Agent, for its benefit and for the benefit of the other applicable Lenders in accordance with Section 5.11; and

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(iv) If, for any Fiscal Year of Crown Holdings commencing with its Fiscal Year ending on December 31, 2004, there shall be Excess Cash Flow for such Fiscal Year, the Borrowers shall prepay the Term B Loans in an amount equal to 50% of such Excess Cash Flow, pro rata among the Term B Dollar Loans, any New Term Dollar Loans and any New Term Euro Loans, and in accordance with Section 2.05(f) below; provided that if Leverage Condition 1 is satisfied as of the end of such Fiscal Year, such percentage of Excess Cash Flow shall be reduced to 25%. Prepayment of the Term B Dollar Loans, any New Term Dollar Loans and any New Term Euro Loans with the applicable percentage of Excess Cash Flow pursuant to this provision shall be made no later than September 30 of each Fiscal Year immediately succeeding the Fiscal Year for which such calculation is made; provided that the calculation of Excess Cash Flow for any Fiscal Year shall be reduced by the aggregate amount of prepayments of principal in respect of Existing Unsecured Debt (other than Debentures) and Second and Third Lien Notes made after the end of such Fiscal Year and on or prior to such September 30th.

(e) The Term B Dollar Loans shall be repaid in equal quarterly installments on the dates set forth below (each such day, an “Installment Payment Date”), commencing on December 31, 2004, in an aggregate amount equal to the amount specified for each such Installment Payment Date.

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Installment Payment Date	Term B Dollar Installment Amount
December 31, 2004	$	312,500
March 31, 2005	$	312,500
June 30, 2005	$	312,500
September 30, 2005	$	312,500
December 31, 2005	$	312,500
March 31, 2006	$	312,500
June 30, 2006	$	312,500
September 30, 2006	$	312,500
December 31, 2006	$	312,500
March 31, 2007	$	312,500
June 30, 2007	$	312,500
September 30, 2007	$	312,500
December 31, 2007	$	312,500
March 31, 2008	$	312,500
June 30, 2008	$	312,500
September 30, 2008	$	312,500
December 31, 2008	$	312,500
March 31, 2009	$	312,500
June 30, 2009	$	312,500
September 30, 2009	$	312,500
December 31, 2009	$	312,500
March 31, 2010	$	312,500
June 30, 2010	$	312,500
September 30, 2010	$	312,500
December 31, 2010	$	312,500
March 31, 2011	$	312,500
June 30, 2011	$	312,500
Term B Loan Maturity Date		All Remaining Principal

(f) Prepayments of Term B Loans made by the applicable Borrower thereof pursuant to Section 2.05(a) shall be applied as elected by the applicable Borrower. Prepayments of Term B Loans made by the applicable Borrower thereof pursuant to Section 2.05(d) shall be applied, first, to the amortization payments under the Term B Loans due within 12 months of the date of such prepayment in order of maturity, and second to the remaining installments of principal on a pro rata basis. Any prepayment of Loans pursuant to this Section 2.05 shall be applied, first, in the case of any Term B Dollar Loans, to any ABR Loans then outstanding and, in the case of all Term B Loans, the balance of such prepayment, if any, to the Eurocurrency Loans then outstanding.

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(g) Any Lender holding Term B Loans may elect, on not less than two Business Days’ prior written notice to the Applicable Agent with respect to any mandatory prepayments made pursuant to Section 2.05(d), not to have such prepayment applied to such Lender’s Term B Loans. In the event a Lender declines any such prepayments, the amount not so applied shall be retained by the applicable Borrower.

SECTION 2.06. Letters of Credit.

(a) Letter of Credit Commitment/General. Effective upon the Effective Date, each Existing Letter of Credit is deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the Loan Documents. Subject to the terms and conditions set forth herein, the U.S. Borrower may request the issuance of Letters of Credit for its own account or that of any Subsidiary of Crown Holdings, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving LC Commitment Period, but in any event, no later than the thirtieth day before the Revolving LC Maturity Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the U.S. Borrower to, or entered into by the U.S. Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Letter of Credit shall be in Dollars.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the U.S. Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (two Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the U.S. Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. The Administrative Agent shall promptly notify the Revolving LC Lenders of the issuance of any Letters of Credit or amendment thereof, and if requested by any Revolving LC Lender, shall furnish such Revolving LC Lender with a copy of such Letter of Credit or amendment. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or

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extension of each Letter of Credit the U.S. Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, the LC Exposure shall not exceed the Total Revolving LC Credit Commitment. With respect to any Letter of Credit which contains any “evergreen” automatic renewal provision, the Issuing Bank shall be deemed to have consented to any such extension or renewal provided that all of the requirements of this Section 2.06 are met and no Default or Event of Default exists.

(c) [Reserved].

(d) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving LC Maturity Date; provided that, to the extent permissible by an Issuing Bank, any Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one-year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (d)).

(e) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving LC Lenders, the Issuing Bank hereby grants to each Revolving LC Lender, and each Revolving LC Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving LC Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving LC Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving LC Lender’s Commitment Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the U.S. Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the U.S. Borrower for any reason. Each Revolving LC Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or an Event of Default or reduction or termination of the Revolving LC Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(f) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the U.S. Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the U.S. Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York

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City time, on such date, or, if such notice has not been received by the U.S. Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the U.S. Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the U.S. Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the U.S. Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed with an ABR Revolving LC Loan in an equivalent amount and, to the extent so financed, the U.S. Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving LC Loan (each such financing, a “Revolving LC Loan Conversion”). Once repaid, a Revolving LC Loan may not be reborrowed, except as set forth in the proviso to the immediately preceding sentence. If the U.S. Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving LC Lender of the applicable LC Disbursement, the payment then due from the U.S. Borrower in respect thereof and such Revolving LC Lender’s Commitment Percentage thereof. Promptly following receipt of such notice or a request for a Revolving LC Loan Conversion, each Revolving LC Lender shall pay to the Administrative Agent its Commitment Percentage of the payment then due from the U.S. Borrower, in the same manner as provided in Section 2.02 with respect to Revolving Dollar Loans made by a Revolving Dollar Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving LC Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving LC Lenders. Promptly following receipt by the Administrative Agent of any payment from the U.S. Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving LC Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving LC Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving LC Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding an ABR Revolving LC Loan as contemplated above) shall not constitute a Loan and shall not relieve the U.S. Borrower of its obligation to reimburse such LC Disbursement.

(g) Obligations Absolute. The U.S. Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section 2.06 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the U.S. Borrower’s obligations hereunder. Neither the

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Administrative Agent, the Revolving LC Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the U.S. Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the U.S. Borrower to the extent permitted by applicable law) suffered by the U.S. Borrower to the extent caused (as determined by a court of competent jurisdiction) by the Issuing Bank’s gross negligence or willful misconduct. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(h) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the U.S. Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the U.S. Borrower of its obligation to reimburse the Issuing Bank and the Revolving LC Lenders with respect to any such LC Disbursement.

(i) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the U.S. Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the U.S. Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving LC Loans; provided that, if the U.S. Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section 2.06, then Section 2.08(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving LC Lender pursuant to paragraph (f) of this Section 2.06 to reimburse the Issuing Bank shall be for the account of such Revolving LC Lender to the extent of such payment.

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(j) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the U.S. Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the U.S. Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.10(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(k) Cash Collateralization. If any Default or Event of Default shall occur and be continuing, on the Business Day that the U.S. Borrower receives notice from the Administrative Agent or the Requisite Revolving LC Lenders (or, if the maturity of the Loans has been accelerated, LC Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the U.S. Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving LC Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Default or Event of Default described in clause (i) of Section 7.01. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the U.S. Borrower under this Agreement and the U.S. Borrower hereby grants the Administrative Agent a security interest in respect of each such deposit and the account in which such deposits are held. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the U.S. Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the U.S. Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving LC Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrowers under this Agreement. If the U.S. Borrower is required to provide an amount of cash collateral hereunder as a result of the

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occurrence of a Default or Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the U.S. Borrower within three Business Days after all Defaults or Events of Default have been cured or waived.

(l) Additional Issuing Banks. From time to time, the U.S. Borrower may by notice to the Administrative Agent designate a Lender (in addition to Citicorp North America, Inc.) that agrees (in its sole discretion) to act as an Issuing Bank in such capacity and is reasonably satisfactory to the Administrative Agent as Issuing Bank. Such additional Issuing Bank shall execute a counterpart of this Agreement upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter be an Issuing Bank hereunder for all purposes.

(m) Reporting. Unless otherwise requested by the Administrative Agent, such Issuing Bank shall (i) provide to the Administrative Agent copies of any notice received from the U.S. Borrower pursuant to Section 2.06(b) no later than the next Business Day after receipt thereof and (ii) report in writing to the Administrative Agent (A) on or prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), and the Issuing Bank shall be permitted to issue, amend, renew or extend such Letter of Credit if the Administrative Agent shall not have advised the Issuing Bank that such issuance, amendment renewal or extension would not be in conformity with the requirements of this Section 2.06, (B) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date of such LC Disbursement and the amount of such LC Disbursement and (C) on any other Business Day, such other information as the Administrative Agent shall reasonably request, including but not limited to prompt verification of such information as may be requested by the Administrative Agent.

SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay to the Applicable Agent for the account of the relevant Lenders (i) in respect of Revolving Credit Borrowings of such Borrower, on the Revolving Credit Maturity Date (or such earlier date as, and to the extent that, such Revolving Loan becomes due and payable pursuant to Section 2.05, Section 2.12, Section 2.14, or Article VII), the unpaid principal amount of each Revolving Loan made to it by each such Lender, in the applicable currency of such Loan and (ii) in respect of Term B Dollar Borrowings or Revolving LC Loans of such Borrower, on the Term B Loan Maturity Date or Revolving LC Maturity Date, as applicable (or such earlier date as, and to the extent that, such Term B Dollar Loan or Revolving LC Loan becomes due and payable pursuant to Section 2.05, Section 2.12, Section 2.14 or Article VII), the unpaid principal amount of each Term B Dollar Loan or Revolving LC Loan made to it by each such Term B Dollar Lender or Revolving LC Lender, as applicable, in the applicable currency of such Loan. Each Borrower hereby further

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agrees to pay interest in immediately available funds (in the applicable currency of each Loan) at the office of the Applicable Agent (as specified in Section 2.13(a)) on the unpaid principal amount of the Revolving Loans and Term B Dollar Loan or Revolving LC Loans made to it from time to time from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.08.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the applicable currency and amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

(c) The Applicable Agent shall maintain the Register pursuant to Section 10.04, and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the currency of each Loan made hereunder, the amount of each such Loan, the Class and Type of each such Loan, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder in respect of each such Loan and (iii) the amount of any sum received by the Applicable Agent hereunder from each Borrower in respect of each such Loan and each Lender’s share thereof.

(d) The entries made in the Register and accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.07 and the Notes maintained pursuant to paragraph (e) of this Section 2.07 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender or the Applicable Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement.

(e) The Loans of each Class made by each Lender to each Borrower shall, if requested by the applicable Lender (which request shall be made to the Applicable Agent), be evidenced by one or more Notes duly executed on behalf of such Borrower, in substantially the form attached hereto as Exhibit F-1 or F-2, as applicable, with the blanks appropriately filled, payable to the order of such Lender.

SECTION 2.08. Interest Rates and Payment Dates. (a) Each Eurocurrency Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days, except in the case of Eurocurrency Revolving Credit Borrowings denominated in Pounds Sterling, which shall bear interest computed on the basis of the actual number of days elapsed over a year of 365 days) for each day during each Interest Period with respect thereto at a rate per annum equal to:

(i) in the case of a Eurocurrency Revolving Credit Borrowing denominated in Pounds Sterling or Euros, (A) the LIBO Rate determined for such Interest Period, plus (B) the Applicable Rate for Eurocurrency Revolving Loans, plus (C) the Mandatory Cost;

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(ii) in the case of a Eurocurrency Revolving Credit Borrowing denominated in Dollars or Eurocurrency Revolving LC Borrowings, (A) the Adjusted LIBO Rate determined for such Interest Period, plus (B) the Applicable Rate for Eurocurrency Revolving Loans or Eurocurrency Revolving LC Loans, as applicable; or

(iii) in the case of a Eurocurrency Term B Borrowing, (A) the Adjusted LIBO Rate determined for such Interest Period plus (B) the Applicable Rate for Eurocurrency Term B Loans.

(b) Each ABR Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, or over a year of 360 days when the Alternate Base Rate is determined by reference to clause (c) of the definition of “Alternate Base Rate”) at a rate per annum equal to:

(i) in the case of ABR Revolving Loans or ABR Revolving LC Loans, (A) the Alternate Base Rate plus (B) the Applicable Rate for ABR Revolving Loans or ABR Revolving LC Loans, as applicable; or

(ii) in the case of ABR Term B Loans, (A) the Alternate Base Rate plus (B) the Applicable Rate for ABR Term B Loans.

(c) If all or a portion of (i) the principal amount of any Loan, (ii) any interest payable thereon or (iii) any Commitment Fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity thereof or by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is (x) in the case of overdue principal (except as otherwise provided in clause (y) below), the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.08 plus 2.00% per annum or (y) in the case of any overdue interest, Commitment Fee or other amount, the rate described in Section 2.08(b) applicable to an ABR Revolving Loan plus 2.00% per annum, in each case from the date of such nonpayment to (but excluding) the date on which such amount is paid in full (after as well as before judgment).

(d) Interest on each Loan shall be payable in the currency in which such Loan is made. Interest shall be payable in arrears on each Interest Payment Date and on the Term B Loan Maturity Date, the Revolving Credit Maturity Date and the Revolving LC Maturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment

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or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. Interest in respect of each Loan shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

SECTION 2.09. Computation of Interest. Each determination of an interest rate by the Applicable Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error.

SECTION 2.10. Fees. (a) The U.S. Borrower agrees to pay a commitment fee (a “Commitment Fee”) to each Revolving Dollar Lender, and the Euro Borrower agrees to pay a Commitment Fee to each Revolving Euro Lender, in each case for which payment will be made in arrears through the Applicable Agent on the last day of March, June, September and December, and on the Commitment Fee Termination Date (as defined below). The Commitment Fee due to each Revolving Lender shall commence to accrue on the Effective Date and shall cease to accrue on the date (the “Commitment Fee Termination Date”) that is the later of (i) the date on which the applicable Revolving Credit Commitment of such Revolving Lender shall be terminated as provided herein and (ii) the date after the end of the Revolving Credit Commitment Period. The Commitment Fee accrued to each Revolving Lender shall equal the Commitment Fee Percentage multiplied by such Revolving Lender’s Commitment Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the date of this Agreement or ending with such Lender’s Commitment Fee Termination Date). A Revolving Lender’s “Commitment Fee Average Daily Amount” with respect to a calculation period shall equal the average daily amount during such period calculated using the daily amount of (i) in the case of a Revolving Dollar Lender, such Revolving Dollar Lender’s Revolving Dollar Credit Commitment less such Revolving Dollar Lender’s Revolving Dollar Credit Exposure, and (ii) in the case of a Revolving Euro Lender, such Revolving Euro Lender’s Revolving Euro Credit Commitment less the Dollar Equivalent of such Revolving Euro Lender’s Revolving Euro Credit Exposure, in each case, for any applicable days during such Revolving Lender’s Revolving Credit Commitment Period. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. The U.S. Borrower shall pay all Commitment Fees in respect of Revolving Dollar Credit Commitments in Dollars. The Euro Borrower shall pay all Commitment Fees in respect of Revolving Euro Credit Commitments in Euros.

(b) The U.S. Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving LC Lender a participation fee, which shall accrue at a rate equal to the Applicable Rate for Eurocurrency Revolving LC Loans on the amount of (x) such Revolving LC Lender’s Revolving LC Commitment (whether or not Letters of Credit in the full amount of such Revolving LC Lender’s Revolving LC Commitment are outstanding), less (y) the average daily amount of outstanding Revolving LC Loans made by such Revolving LC

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Lender during the period from and including the Effective Date to but excluding the date on which such Revolving LC Lender’s Revolving LC Commitment terminates, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving LC Lenders’ LC Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees (collectively, “LC Fees”) accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving LC Lenders’ Revolving LC Commitments terminate and any such fees accruing after the date on which the Revolving LC Lenders’ Revolving LC Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(c) The Euro Borrower agrees to pay to the Administrative Agent the administrative and other fees separately agreed upon by Crown Holdings and the Administrative Agent to be payable to the Administrative Agent for its own account (the “Agent Fees”). The Euro Borrower shall pay all Agent Fees in Dollars.

(d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution. Once paid, none of the Fees shall be refundable.

SECTION 2.11. Termination, Reduction or Adjustment of Commitments.(a) Unless previously terminated, (i) the Term B Dollar Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date and (iii) the Revolving LC Commitments shall terminate on the LC Maturity Date.

(b) The U.S. Borrower and the Euro Borrower shall have the right, upon one Business Day’s notice to the Applicable Agent, to terminate or, from time to time, reduce the amount of (i) the Revolving Dollar Lenders’ Revolving Dollar Credit Commitments and the Revolving LC Lenders’ Revolving LC Commitments and (ii) the Revolving Euro Lenders’ Revolving Euro Credit Commitments, respectively; provided that (A) any such reduction shall be made pro rata between the Revolving Dollar Credit Commitments, the Revolving Euro Credit Commitments and the Revolving LC Commitments and (B) no such termination or reduction of Revolving Dollar Credit Commitments, Revolving LC Credit Commitments or Revolving Euro Credit Commitments shall be permitted if, after giving effect thereto and to

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any repayments of the Revolving Loans made on the effective date thereof, (i) the Aggregate Dollar Revolving Credit Exposure then outstanding would exceed the Revolving Dollar Lenders’ Total Dollar Revolving Credit Commitment then in effect, (ii) the Dollar Equivalent of the Aggregate Euro Revolving Credit Exposure then outstanding would exceed the Revolving Euro Lenders’ Total Euro Revolving Credit Commitment then in effect or (iii) the LC Exposure then outstanding would exceed the Total Revolving LC Credit Commitment. Any such reduction shall be in an amount equal to $2.0 million or a whole multiple of $1.0 million in excess thereof and shall reduce permanently the Revolving Dollar Lenders’ Revolving Dollar Credit Commitments, the Revolving LC Lenders’ Revolving LC Commitments and the Revolving Euro Lenders’ Revolving Euro Credit Commitments, as applicable, then in effect.

(c) The U.S. Borrower and the Euro Borrower shall pay to the Applicable Agent for the account of the applicable Revolving Lenders, on each date of termination or reduction of the Revolving Credit Commitments, the Commitment Fee on the amount of the Revolving Credit Commitments so terminated or reduced accrued to the date of such termination or reduction.

SECTION 2.12. Inability to Determine Interest Rate; Unavailability of Deposits; Inadequacy of Interest Rate. (a) If prior to 12:00 noon, London time on the Quotation Day, including an initial Interest Period, for a requested Eurocurrency Borrowing:

(i) the Applicable Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market generally, adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for the currency in which any Eurocurrency Loan is denominated or the currency specified in the Borrowing Request for such Eurocurrency Borrowing (the “Applicable Currency”) for such Interest Period, or

(ii) the Applicable Agent shall have received notice from a majority in interest of the Lenders of the applicable Class that the Adjusted LIBO Rate or LIBO Rate, as applicable, determined or to be determined for such Interest Period for the Applicable Currency will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

then the Applicable Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders by 12:30 p.m., London time, on the same day. If such notice is given under clause (a)(i) or (a)(ii) above, then any affected Eurocurrency Loans shall not be converted or continued pursuant to Section 2.03 or made pursuant to a Borrowing Request, as the case may be, except as follows:

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(I) In the case of Eurocurrency Loans that are in Euros or Pounds Sterling, if the Euro Borrower so requests, no later than 1:00 p.m., London time, on the same day, the affected Eurocurrency Loans shall be converted or continued pursuant to Section 2.03 or made pursuant to a Borrowing Request, as the case may be, but with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Loan shall be determined in accordance with the following provisions of this Section 2.12(a)(I):

(A) if the U.K. Administrative Agent so requires, within five days of such notification the U.K. Administrative Agent and the Euro Borrower shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Loans in the future and any such Substitute Interest Rate that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the U.K. Administrative Agent may not agree on any such Substitute Interest Rate without the prior consent of each affected Lender;

(B) if no Substitute Interest Rate is agreed pursuant to Section 2.12(a)(I)(A), any such Eurocurrency Loan converted, continued or made by the Lenders pursuant to this Section 2.12(a)(I) shall bear interest during the subsequent Interest Period at the rate per annum determined by the U.K. Administrative Agent pursuant to Section 2.08(a) except that in the place of the LIBO Rate, in respect of Eurocurrency Loans denominated in Euros or Pounds Sterling, the U.K. Administrative Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender to the U.K. Administrative Agent with a copy to the Euro Borrower and expressed as a rate per annum) of funding such Loan from whatever source it shall reasonably select; and

(C) if the U.K. Administrative Agent has required the Euro Borrower to enter into negotiations pursuant to Section 2.12(a)(I)(A), the U.K. Administrative Agent may (acting on the instructions of the Requisite Euro Lenders) declare that no further Eurocurrency Revolving Loans in Euros or Pounds Sterling shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the Euro Borrower and the U.K. Administrative Agent within 30 days of the U.K. Administrative Agent having so required negotiations.

(II) Alternatively, in the case of Eurocurrency Revolving Loans in Euros or Pounds Sterling, if the Euro Borrower so requests, no later than 1:00 p.m., London time, on the Quotation Day, the affected Eurocurrency Revolving Loans in Euros shall be made in, or prepaid pursuant to Section 2.05 and reborrowed in Dollars in an

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amount that is the Dollar Equivalent of the Euro amount of the affected Eurocurrency Revolving Loans on the first day of such Interest Period. The provisions of clauses (a)(i) and (a)(ii) above shall apply to the proposed Loans in Dollars (except that the time for a determination by or notice to the Administrative Agent under clause (a)(i) or (a)(ii) shall be 2:00 p.m., London time, on such day and the time for notice by the Administrative Agent to the Borrowers and the Lenders shall be 3:00 p.m., London time, on such day), and should the Administrative Agent give a notice under clause (a)(i) or (a)(ii) above with respect thereto, then, unless the Euro Borrower requests by 10:00 a.m., London time, on the following Business Day for the affected Loans to be converted, continued or made pursuant to Section 2.12(a)(I), such Loans shall be converted, continued or made in accordance with paragraph (III) below.

(III) Alternatively, (i) if the applicable Borrower fails to request that the affected Eurocurrency Loans be converted, continued or made pursuant to either paragraph (I) or (II) above or (ii) under the conditions provided in paragraph (II) above for this paragraph (III) to apply or (iii) if the affected Eurocurrency Loans are Term B Dollar Loans or Revolving Dollar Loans, (x) any Eurocurrency Loans in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans in Dollars that, on the first day of such Interest Period, were to have been converted to or continued as Eurocurrency Loans shall be continued as or converted to ABR Loans and (z) any Eurocurrency Revolving Loans shall be prepaid on the first day of such Interest Period and, if such day is during the Revolving Credit Commitment Period, the Dollar Equivalent of such prepaid Revolving Euro Loans may simultaneously therewith be reborrowed in Dollars as ABR Loans.

The Applicable Agent shall promptly withdraw such notice upon becoming aware that the circumstances giving rise thereto shall no longer exist. Until such notice has been withdrawn by the Applicable Agent, no further Eurocurrency Loans in Euros or Pound Sterling shall be made or continued as such, nor shall any Borrower have the right to convert ABR Loans to Eurocurrency Loans in Dollars, except as provided in Section 2.12(a)(I).

(b) If prior to 11:00 a.m., London time, on any Quotation Day for a Borrowing in Euros or Pounds Sterling (including an initial Interest Period for a requested Borrowing in Euros or Pounds Sterling) any Revolving Euro Lender notifies the U.K. Administrative Agent and the Euro Borrower that, in its reasonable and considered opinion, it would be unable at any cost, by reason of circumstances affecting the relevant market generally, to obtain matching deposits in Euros or Pound Sterling at the required time and in sufficient amounts to fund its affected Revolving Euro Loan, then such Revolving Euro Lender shall not be required to make or maintain a Revolving Euro Loan. In such case, the Euro Borrower may request, no later than 1:00 p.m., London time, on the same day, that the affected Revolving Euro Loan be made in, or prepaid pursuant to Section 2.05 and simultaneously therewith reborrowed in, Dollars in an amount that is the Dollar Equivalent of the Euro or Pound Sterling

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amount of the affected Revolving Euro Loan on the first day of such Interest Period. The first sentence of this clause (b) shall apply to the proposed Revolving Euro Loan in Dollars (except that the time for notice to the Administrative Agent and the Euro Borrower shall be 2:00 p.m., London time, on such day) and should any Revolving Euro Lender give a notice under this clause (b) with respect thereto, or should the Euro Borrower fail to request a Revolving Euro Loan in Dollars, then such Revolving Euro Lender shall instead (as described in Section 2.12(a)(III) above) make the affected Loan in, or the Euro Borrower shall prepay the affected Loan pursuant to Section 2.05 and reborrow in, Dollars on the first day of such Interest Period. The U.K. Administrative Agent shall, no later than 3:00 p.m., London time, on such day, inform the Euro Borrower if any Revolving Euro Loans are to be made in or prepaid and reborrowed in Dollars pursuant to this Section 2.12(b). A Eurocurrency Borrowing comprised of two different currencies pursuant to this Section 2.12(b) shall be referred to herein as a “Multicurrency Borrowing.”

SECTION 2.13. Pro Rata Treatment and Payments. (a) Each reduction of the Revolving Credit Commitments of the Revolving Lenders shall be made pro rata between Classes of Revolving Lenders according to the amounts of Revolving Lenders’ Commitment Percentages of each Class. Each optional or mandatory prepayment of Term B Loans shall be made pro rata between Classes of Term B Lenders according to the original aggregate principal amounts of the Term B Loans of each Class made on the applicable Effective Date. Each payment (including each prepayment) by the U.S. Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders of the applicable Class. Each payment (including each prepayment) by the U.S. Borrower on account of principal of and interest on Loans which are Eurocurrency Loans designated by a Borrower to be applied to a particular Eurocurrency Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders of the applicable Class; provided that with respect to a single Multicurrency Borrowing payments made in the specific currency of Eurocurrency Loans that are part of such Multicurrency Borrowing shall be applied pro rata according to the outstanding principal amount of all Eurocurrency Loans included in such Multicurrency Borrowing that are denominated in such currency; provided, further, that if payments designated by the Borrower for a particular Multicurrency Borrowing are not denominated in the appropriate currencies required by the second succeeding sentence such that the Revolving Credit Exposure of each Lender of the affected Class will be reduced pro rata in accordance with the Commitment Percentage of each Lender of the affected Class, then, the Administrative Agent shall convert a portion of such payments into the currencies required to so reduce the Revolving Credit Exposure of each Lender of the affected Class pro rata after application of all such payments. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 10:00 a.m., local time in the place of payment, on the due date thereof to the Applicable Agent, for the account of the Lenders of the applicable Class, in the case of Loans to the U.S. Borrower, at

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the Administrative Agent’s New York office specified in Section 10.01 and, in the case of Loans to the Euro Borrower, at the U.K. Administrative Agent’s London office specified in Section 10.01, in the currency in which the applicable obligation is denominated and in immediately available funds. The Applicable Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the Applicable Rate during such extension. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the Applicable Rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

(b) Subject to Section 2.12, unless the Applicable Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Applicable Agent, the Applicable Agent may assume that such Lender is making such amount available to the Applicable Agent, and the Applicable Agent may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such amount is not made available to the Applicable Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Applicable Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period until such Lender makes such amount immediately available to the Applicable Agent. A certificate of the Applicable Agent submitted to any Lender with respect to any amounts owing under this Section 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Applicable Agent by such Lender within three Business Days of such Borrowing Date, the Applicable Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Revolving Loans hereunder, on demand, from the relevant Borrower, but without prejudice to any right or claim that such Borrower may have against such Lender.

(c) If at any time insufficient funds are received by and available to the Applicable Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

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SECTION 2.14. Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law, or in the interpretation or application thereof, shall make it unlawful for any Lender to make or maintain Eurocurrency Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such and convert ABR Loans to Eurocurrency Loans shall forthwith be suspended until such time as the making or maintaining of Eurocurrency Loans shall no longer be unlawful, (b) such Lender’s Loans in Dollars then outstanding as Eurocurrency Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, and (c) such Lender’s Eurocurrency Loans that are in Euros or Pounds Sterling, if any, shall be prepaid on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as may be required by law).

SECTION 2.15. Requirements of Law. (a) The applicable Borrowers agree to reimburse each Lender or the Issuing Bank for any increase in the cost to such Lender or the Issuing Bank of, or any reduction in the amount of any sum receivable by such Lender or the Issuing Bank in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, Eurocurrency Loans or participating in, issuing or maintaining any Letter of Credit, including, without limitation, by reason of any requirements imposed by the Board upon the making or funding of Eurocurrency Loans or participating in, issuing or maintaining any Letter of Credit. Such Lender or the Issuing Bank, as applicable, shall promptly notify the Applicable Agent and the relevant Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender or the Issuing Bank, as applicable, for such increased cost or reduced amount. Such additional amounts shall be payable directly to such Lender or the Issuing Bank, as applicable, within five days of the relevant Borrower’s receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on such Borrower.

(b) If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority after the Effective Date affects or would affect the amount of capital required or expected to be maintained by any Lender or the Issuing Bank (or a holding company controlling such Lender or the Issuing Bank) and such Lender or the Issuing Bank determines (in its sole and absolute discretion) that the rate of return on its capital (or the capital of its holding company, as the case may be) as a consequence of its Revolving Credit Commitment or the Loans made by it or any issuance, participation or maintenance of Letters of Credit is reduced to a level below that which such Lender or the Issuing Bank (or its holding company) could have achieved but for the occurrence of any such circumstance, then, in any

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such case upon notice from time to time by such Lender or the Issuing Bank to the relevant Borrower, the relevant Borrower shall immediately pay directly to such Lender or the Issuing Bank, as the case may be, additional amounts sufficient to compensate such Lender or the Issuing Bank (or its holding company) for such reduction in rate of return. A statement of such Lender or the Issuing Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the relevant Borrower. In determining such amount, such Lender or the Issuing Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

(c) Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.15 for any costs incurred or reductions suffered with respect to any date that it has such costs unless it shall have notified the Borrower that it will demand compensation for such costs or reductions under paragraph (a) or (b) above, as applicable, not more than 120 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions; provided that the foregoing shall in no way operate in derogation of the undertaking contained in the last sentence of this paragraph (c). In the event that the Issuing Bank or any Lender determines that any event or circumstance will lead to a claim under this Section 2.15 has occurred or will occur, the Issuing Bank or such Lender will use its best efforts to so notify the relevant Borrower; provided that any failure to provide such notice shall in no way impair the rights of the Issuing Bank or such Lender to demand and receive compensation under this Section 2.15, but without prejudice to any claims of the relevant Borrower for compensation for actual damages sustained as a result of any failure to observe this undertaking.

SECTION 2.16. Taxes. All payments by each Borrower of principal of, and interest on, the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever (“Taxes”) imposed by any taxing authority on the Applicable Agent, the Issuing Bank or any Lender (or any assignee of such Lender or the Issuing Bank, as the case may be, or a participation holder or a change in designation of the lending office of a Lender or the Issuing Bank, as the case may be (a “Transferee”)), but excluding Taxes imposed on or measured by the recipient’s net income (or franchise taxes imposed in lieu of net income taxes) by any jurisdiction in which such party is organized or resident or has its principal office or applicable lending office (such non-excluded items being called “Indemnified Taxes”). In the event that any withholding or deduction from any payment to be made by any Borrower hereunder is required in respect of any Indemnified Taxes pursuant to any applicable law, rule or regulation, then such Borrower will

(a) pay directly to the relevant authority the full amount required to be so withheld or deducted;

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(b) promptly forward to the Applicable Agent an official receipt or other documentation satisfactory to the Applicable Agent evidencing such payment to such authority; and

(c) pay to the Applicable Agent for the account of the Lenders or the Issuing Bank or Transferee, as the case may be, such additional amount or amounts as are necessary to ensure that the net amount actually received by each Lender or the Issuing Bank or Transferee, as the case may be, will equal the full amount such Lender or the Issuing Bank or Transferee, as the case may be, would have received had no such withholding or deduction been required.

Moreover, if any Indemnified Taxes are directly asserted against the Applicable Agent, the Issuing Bank or any Lender or Transferee with respect to any payment received by the Applicable Agent, the Issuing Bank or such Lender or Transferee hereunder or from the execution, delivery, registration, recording or enforcement of, or otherwise with respect to, any Loan Document, the Applicable Agent, the Issuing Bank or such Lender or Transferee may pay such Indemnified Taxes and the applicable Borrower will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be necessary in order that the net amount received by such Person after the payment of such Indemnified Taxes (including any Indemnified Taxes on such additional amount) shall equal the amount such Person would have received had such Indemnified Taxes not been asserted. In addition, the applicable Borrower shall also reimburse each Lender or Transferee or the Issuing Bank, upon the written request of such Lender or Transferee or Issuing Bank, for taxes imposed on or measured by the net income of such Person pursuant to the laws of the United States of America, any state or political subdivision thereof, or the jurisdiction in which such Person is incorporated, or a jurisdiction in which the principal executive office or lending office of such Person is located, or under the laws of any political subdivision or taxing authority of any such jurisdiction, as such Person shall determine are or were payable by such Person, in respect of amounts payable to such Person pursuant to this Section 2.16 taking into account the amount of Indemnified Taxes that are (x) allowed as a deduction in determining taxes imposed on or measured by the net income or allowed as a credit against any taxes imposed on or measured by net income (as determined in the sole discretion of the Applicable Agent, the Issuing Bank or any Lender or Transferee, as the case may be) and (y) payable to such Person pursuant to this Section 2.16.

If a Borrower fails to pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to the Applicable Agent, for the account of the Issuing Bank, the respective Lenders or Transferees, the required receipts or other required documentary evidence, such Borrower shall indemnify the Issuing Bank, Lenders and Transferees for any incremental Taxes, interest, penalties or other costs (including reasonable attorneys’ fees and expenses) that may become payable by the Issuing Bank, any Lender or Transferee as a result of any such failure. For purposes of this Section 2.16, a distribution hereunder by the Applicable Agent to or for the account of the Issuing Bank, any Lender or Transferee shall be deemed a payment by a Borrower.

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If legally able to do so, each Lender or Transferee with respect to the U.S. Borrower that is organized under the laws of a jurisdiction other than the United States shall, on or prior to the Effective Date (in the case of each Lender that is a party hereto on the Effective Date) or on or prior to the date of any assignment or participation hereunder (in the case of a Transferee) and thereafter as reasonably requested from time to time by the applicable Borrower or the Applicable Agent, execute and deliver, to the applicable Borrower and the Applicable Agent one or more (as the applicable Borrower or the Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8BEN or such other forms or documents (or successor forms or documents), appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Lender or Transferee is exempt from or entitled to a reduced rate of withholding or deduction of Taxes.

With respect to obligations under this Agreement other than those specified in the immediately following paragraph, the Borrowers shall not be required to indemnify or to pay any additional amounts to the Issuing Bank, any Lender or Transferee with respect to any U.S. federal withholding tax pursuant to this Section 2.16 to the extent that (i) any obligation to withhold, deduct or pay amounts with respect to such tax existed on the date the Issuing Bank, such Lender or Transferee became a party to this Agreement (and, in such case, the Borrowers may deduct and withhold such tax from payments to the Issuing Bank, such Lender or Transferee); provided however that with respect to a person who becomes an Issuing Bank, Lender or Transferee after the date of this Agreement, this clause (i) shall not apply to the extent such Issuing Bank, Lender or Transferee’s assignor or participating Lender was entitled to additional amounts pursuant to this Section 2.16, or (ii) such tax resulted from the failure of any Lender or Transferee to comply in full with the provisions of the immediately preceding paragraph (and, in such case, the Borrowers may deduct and withhold all such taxes required by law as a result of such noncompliance from payments to the Issuing Bank, such Lender or Transferee).

With respect to Loans to the Euro Borrower or a Subsidiary Borrower, each relevant Lender or Transferee shall determine the extent to which obligations to withhold, deduct or pay amounts with respect to Taxes would exist on the Effective Date or the date such Lender or Transferee becomes a party to this Agreement in connection with the initial syndication of the Loans and shall disclose to the Euro Borrower such determination on or after such date. Based on such determination, the applicable Borrower shall indemnify or pay any such additional amounts to each such Lender or Transferee pursuant to this Section 2.16.

Notwithstanding anything to the contrary in this Section 2.16, if the Internal Revenue Service determines that a Lender (or Transferee) is a conduit entity participating in a conduit financing arrangement as defined in Section 7701(l) of the Code and the regulations

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thereunder and the relevant Borrower was not a participant to such arrangement (other than as a Borrower under this Agreement) (a “Conduit Financing Arrangement”), then (i) such Borrower shall have no obligation to pay additional amounts or indemnify the Lender or Transferee for any Indemnified Taxes with respect to any payments hereunder to the extent the amount of such Indemnified Taxes exceeds the amount that would have otherwise been withheld or deducted had the Internal Revenue Service not made such a determination and (ii) such Lender or Transferee shall indemnify the applicable Borrower in full for any and all excess Taxes described in clause (i) for which such Borrower is held directly liable under Section 1461 of the Code by virtue of such Conduit Financing Arrangement; provided that such Borrower (i) promptly forwards to the indemnitor an official receipt or other documentation satisfactorily evidencing such payment, (ii) shall contest such tax upon the reasonable request of the indemnitor and at such indemnitor’s cost and (iii) shall pay to such indemnitor within 30 days any refund of such taxes (including interest thereon). Each Lender or Transferee represents that it is not participating in a Conduit Financing Arrangement.

Neither the Issuing Bank nor any Lender shall be entitled to payment under this Section 2.16 unless it shall have notified the Borrowers that it is demanding such payment not more than 120 days after the date on which it shall have become aware that it was entitled to such payment; provided that the foregoing shall in no way operate in derogation of the undertaking contained in the last sentence of this Section 2.16. In the event that the Issuing Bank or any Lender determines that any event or circumstance that will lead to a claim by it under this Section 2.16 has occurred or will occur, the Issuing Bank or such Lender will use its best efforts to so notify the applicable Borrower; provided that any failure to provide such notice shall in no way impair the rights of the Issuing Bank or any Lender to demand and receive compensation under this Section 2.16, but without prejudice to any claims of the Borrowers for failure to observe this undertaking.

SECTION 2.17. Indemnity. In the event any Lender (or other applicable Person mentioned in Section 2.16) shall incur any loss or expense (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a Eurocurrency Loan) as a result of any conversion of a Eurocurrency Loan to an ABR Loan or repayment or prepayment of the principal amount of any Eurocurrency Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.07, 2.15 or 2.20 or otherwise, or any failure to borrow or convert any Eurocurrency Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a condition to such borrowing or otherwise, then, upon the written notice of such Lender to the applicable Borrower (with a copy to the Administrative Agent), such Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on such Borrower.

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SECTION 2.18. Change of Lending Office. Each Lender (or Transferee), or other applicable Person mentioned in Section 2.16, agrees that upon the occurrence of any event giving rise to the operation of Section 2.14, 2.15 or 2.16 with respect to such Lender (or Transferee), it will, if requested by the applicable Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender (or Transferee)) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its respective lending offices to suffer no material economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 2.18 shall affect or postpone any of the obligations of any Borrower or the rights of any Lender (or Transferee) pursuant to Sections 2.14, 2.15 and 2.16.

SECTION 2.19. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against a Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Obligations or participations in LC Disbursements which at the time shall be due and payable as a result of which the unpaid principal portion of its Loans and participations in LC Disbursements which at the time shall be due and payable shall be proportionately less than the unpaid principal portion of such Loans and participations in LC Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in such Loans and participations in LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of such Loans and participations in LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and participations in LC Disbursements as prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or an LC Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by such Borrower to such Lender by reason thereof as fully as if such Lender were a direct creditor directly to such Borrower in the amount of such participation.

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SECTION 2.20. Assignment of Commitments Under Certain Circumstances. In the event that any Lender (or other applicable Person mentioned in Section 2.16) shall have delivered a notice or certificate pursuant to Section 2.12(b), 2.14 or 2.15, or any Borrower shall be required to make additional payments to any Lender under Section 2.16 (an “Increased Cost Lender”), then, with respect to each such Increased Cost Lender, the Borrowers shall have the right, but not the obligation, at their own expense, upon notice to such Increased Cost Lender and the Administrative Agent, to replace such Increased Cost Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent and the Issuing Bank (which approval shall not be unreasonably withheld), and such Increased Cost Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Increased Cost Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrowers shall pay to the affected Increased Cost Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Increased Cost Lender and participations in LC Disbursements held by such Increased Cost Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder (including, without limitation, any Fees).

SECTION 2.21. Increase in Revolving LC Commitments.

(a) New Revolving LC Commitments. At any time following the completion of the syndication of the Loans and Commitments (as reasonably determined by the Administrative Agent, but in no event later than October 11, 2004) and not later than six months prior to the Revolving LC Maturity Date, but no more than once in any twelve month period, the U.S. Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Revolving LC Commitments (any such increase, the “New Revolving LC Commitments”) to acquire participations in Letters of Credit and to make new Revolving LC Loans (“New Revolving LC Loans”), by an amount such that, after giving effect to such New Revolving LC Commitments, the Total Revolving LC Credit Commitments do not exceed $150.0 million, in increments of $10.0 million and integral multiples of $5.0 million in excess thereof. In connection with the New Revolving LC Commitments, the U.S. Borrower may, but shall not be required to, increase the Applicable Rate with respect to the New Revolving LC Loans (which increase in Applicable Rate shall also apply to the existing Revolving LC Commitments and participations in existing Letters of Credit and existing Revolving LC Loans). Such notice shall (A) specify the date (an “Increased Amount Date”) on which the U.S. Borrower proposes that the New Revolving LC Commitments be made available, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent, (B) offer each Revolving LC Lender the right to increase its LC Commitment on a pro rata basis and (C) if applicable, specify any increase in the Applicable

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Rate with respect to the Revolving LC Loans. The Administrative Agent shall notify the U.S. Borrower of the identity of each Revolving LC Lender or other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving LC Lender”) to whom the New Revolving LC Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Revolving LC Lender requested in writing to provide all or portion of the New Revolving LC Commitments may elect or decline, in its sole discretion, to provide a New Revolving LC Commitment. Any existing Revolving LC Lender who does not affirmatively accept such offer to participate in writing within 10 Business Days of receipt of such written request shall be deemed to have declined. Such New Revolving LC Commitments shall become effective as of such Increased Amount Date; provided that (1) both before and after giving effect to the making of any New Revolving LC Commitment, each of the conditions set forth in Section 4.02 shall be satisfied; (2) after giving effect to the issuance of any Letters of Credit pursuant to any New Revolving LC Commitment (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive; (3) such New Revolving LC Commitments and any related Indebtedness would be permitted to be incurred under the First Lien Notes Indenture, the Second Lien Notes Indenture and the Third Lien Notes Indenture; (4) Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction; (5) such New Revolving LC Commitments shall be evidenced by one or more joinder agreements executed and delivered to the Administrative Agent by each New Revolving LC Lender, as applicable, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.16; and (6) if any upfront fees or other compensation is paid to any New Revolving LC Lender in its capacity as such in connection with providing a New Revolving LC Commitment which fees and other compensation in the aggregate (expressed as a percentage of such New Revolving LC Lender’s New Revolving LC Commitment) are in excess of the product of (x) the period beginning on and including the Increased Amount Date and ending on and including the Revolving LC Maturity Date, expressed in years (rounded to the nearest quarter), and (y) 0.3664% (such excess, the “Excess New Revolving LC Commitment Fee Percentage”), then the U.S. Borrower shall pay to the Administrative Agent for the account of each existing Revolving LC Lender, a fee on the Increased Amount Date equal to such Revolving LC Lender’s existing Revolving LC Commitment multiplied by the Excess New Revolving LC Commitment Fee Percentage.

(b) On any Increased Amount Date on which New Revolving LC Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Revolving LC Lenders shall assign to each of the New Revolving LC Lenders, and each of the New Revolving LC Lenders shall purchase from each of the existing Revolving LC Lenders, at the principal amount thereof, participations in Letters of Credit and

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Revolving LC Loans outstanding on such Increased Amount Date that will result in, after giving effect to all such assignments and purchases, such participations in Letters of Credit and Revolving LC Loans being held by existing Revolving LC Lenders and New Revolving LC Lenders ratably in accordance with their Revolving LC Commitments after giving effect to the addition of such New Revolving LC Commitments to the Revolving LC Commitments, (ii) each New Revolving LC Commitment shall be deemed for all purposes a Revolving LC Commitment, each New Revolving LC Loan shall be deemed for all purposes a Revolving LC Loan and each Letter of Credit issued thereunder shall be deemed, for all purposes, a Letter of Credit and have the same terms as any existing Letter of Credit, (iii) each New Revolving LC Lender shall become a Revolving LC Lender with respect to the Revolving LC Commitments and all matters relating thereto and (iv) any increase in the Applicable Rate shall be effective on the Increased Amount Date.

(c) The Administrative Agent shall notify the Lenders promptly upon receipt of the U.S. Borrower’s notice of an Increased Amount Date and, in respect thereof, the New Revolving LC Commitments and the New Revolving LC Lenders.

SECTION 2.22. New Term Commitments. (a) At any time following the completion of the syndication of the Loans and Commitments (as reasonably determined by the Administrative Agent, but in no event later than October 11, 2004), the U.S. Borrower may by written notice to the Administrative Agent elect to request new term dollar commitments (any such commitment, a “New Term Loan Dollar Commitment”) and/or the Euro Borrower may by written notice to the U.K. Administrative Agent elect to request term euro commitments (any such commitment, a “New Term Loan Euro Commitment” and, together with any New Term Loan Dollar Commitments, the “New Term Loan Commitments”), in each case, in an aggregate amount such that (i)(A) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive) and (B) such Indebtedness is permitted to be incurred under the First Lien Notes Indenture, the Second Lien Notes Indenture and the Third Lien Notes Indenture and (ii) if the Indebtedness under this Agreement is rated Ba3 or lower by Moody’s and BB or lower by S&P, Crown Holdings shall provide written confirmation from each of Moody’s and S&P that the rating of such Indebtedness will not be downgraded by either Moody’s or S&P as a result of such New Term Loan Commitments. Any request for New Term Loan Dollar Commitments or New Term Loan Euro Commitments shall not be less than $50.0 million or €50.0 million, as the case may be, and integral multiples of $5.0 million, or €5.0 million, in excess thereof, as the case may be. Such notice shall specify the date (a “New Term Loan Effective Date”) on which the applicable Borrower proposes that the applicable New Term Loan Commitments be made available, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Applicable Agent; provided that no existing

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Term B Dollar Lender or existing New Term Lender, as the case may be, shall be obligated to provide any New Term Loan Commitment hereunder. The Administrative Agent shall notify the U.S. Borrower of the identity of each financial institution reasonably acceptable to the Administrative Agent (each, a “New Term Loan Dollar Lender”) to whom any New Term Loan Dollar Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations. The Euro Borrower shall notify the U.K. Administrative Agent in writing of the identity of each financial institution (provided that such financial institution is reasonably acceptable to the Administrative Agent) (each, a “New Term Loan Euro Lender”) to whom any New Term Loan Euro Commitments have been (in accordance with the penultimate sentence) allocated and the amounts of such allocations.

(b) Any new term loans denominated in U.S. dollars (a “New Term Dollar Loan”) made under any New Term Loan Dollar Commitments and any new term loans denominated in Euros (a “New Term Euro Loan” and together with any New Term Dollar Loans, the “New Term Loans”) shall have same the terms (other than in the case of New Term Euro Loans, the currency thereof) as the Term B Dollar Loans, subject to the following terms and conditions, as set forth in one or more Joinder Agreements applicable to such New Term Loans: (i) amortization of such New Term Loans shall not exceed 5% per annum; (ii) the final maturity date for such New Term Loans (the “New Term Loan Maturity Date”) shall be no earlier than the Term B Loan Maturity Date; and (iii) the applicable margin with respect to such New Term Loans shall be at market rates for companies with credit ratings, financial profiles and capital structures comparable to that of the Borrowers; provided that if the yield (including interest spread and any original issue discount) on any New Term Loan exceeds the Applicable Margin for the Term B Dollar Loans made on the Effective Date, then the Applicable Margin for such Term B Dollar Loans and any then existing New Term Loans will be increased to equal such yield.

(c) The New Term Commitments and New Term Loans shall become effective and be Borrowed as of such New Term Loan Effective Date; provided that (1) no Default or Event of Default shall exist on such New Term Loan Effective Date before or after giving effect to such New Term Loan Commitments; (2) such New Term Loan Commitments shall be evidenced by one or more Joinder Agreements executed and delivered to Applicable Agent by each New Term Loan Lender, as applicable, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.16; (3) both before and after giving effect to making of New Term Loans, each of the conditions set forth in Section 4.02 shall be satisfied; and (4) Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested to the Applicable Agent in connection with such transaction.

(d) The Applicable Agent shall notify the Lenders promptly upon receipt of the applicable Borrower’s notice of a New Term Loan Effective Date and, in respect thereof, any New Term Loan Commitments and any New Term Loan Lenders.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Administrative Agent and the U.K. Administrative Agent to enter into this Agreement and to extend credit hereunder and under the other Loan Documents, each Loan Party, jointly and severally, represents and warrants as follows:

SECTION 3.01. Organization, etc. Each Loan Party (a) is a corporation, partnership or other form of legal entity, and each of its Subsidiaries is a corporation, partnership or other form of legal entity, validly organized and existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, (b) has all requisite corporate or other power and authority to carry on its business as now conducted, (c) is duly qualified to do business and, to the extent applicable, is in good standing as a foreign corporation or foreign partnership (or comparable foreign qualification, if applicable, in the case of any other form of legal entity), as the case may be, in each jurisdiction where the nature of its business requires such qualification, except where the failure to so qualify will not result in a Material Adverse Effect, and (d) has full power and authority and holds all requisite material governmental licenses, permits and other approvals to enter into and perform its obligations under this Agreement and each other Loan Document to which it is a party and to own or hold under lease its Property and to conduct its business substantially as currently conducted by it.

SECTION 3.02. Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Loan Party of this Agreement and each other Loan Document to which it is a party, the borrowing of the Loans, the use of the proceeds thereof and the issuance of the Letters of Credit hereunder are within each Loan Party’s corporate, partnership or comparable powers, as the case may be, have been duly authorized by all necessary corporate, partnership or comparable and, if required, stockholder action, as the case may be, and do not:

(a) contravene the Organic Documents of any Loan Party or any of its Subsidiaries (other than Immaterial Subsidiaries);

(b) contravene any law or governmental regulation or court decree or order binding on or affecting any Loan Party or any of its Subsidiaries (other than Immaterial Subsidiaries);

(c) violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries (other than Immaterial Subsidiaries); or

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(d) result in, or require the creation or imposition of, any Lien on any assets of any Loan Party any of its Subsidiaries (other than Immaterial Subsidiaries), except Liens created under the Loan Documents.

Immaterial Subsidiaries as of the Effective Date are set forth on Schedule 3.02.

SECTION 3.03. [Reserved].

SECTION 3.04. Government Approval, Regulation, etc. No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person is required for the due execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document, the borrowing of the Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, nor for the consummation of the Transactions, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens under the Loan Documents. None of the Borrowers nor any of their respective Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

SECTION 3.05. Validity, etc. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligation of each Loan Party (as the case may be) enforceable in accordance with its respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

SECTION 3.06. Financial Information. (a) The consolidated balance sheets of Crown Holdings and its Subsidiaries as of December 31, 1999, 2000, 2001, 2002 and 2003, reported on by PricewaterhouseCoopers LLP, independent public accountants, and as of June 30, 2004, certified by Crown Holdings chief financial officer, and the related consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for the five years ended December 31, 2003, copies of which have been furnished to the Administrative Agent and each Lender, have been prepared in accordance with GAAP consistently applied, and present fairly in all material respects the consolidated financial condition of Crown Holdings and its Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of the financial statements as of and for the period ended June 30, 2004, to normal year-end adjustments and to the absence of notes).

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(b) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, none of Crown Holdings nor its Subsidiaries has, as of the Effective Date, any Indebtedness, contingent liabilities, long-term commitments or unrealized losses which would be required to be reported under GAAP.

SECTION 3.07. No Material Adverse Change. Since December 31, 2003, there has been no material adverse change in the business, assets, operations, properties, condition (financial or otherwise), contingent liabilities or prospects of Crown Holdings and its Subsidiaries or investments taken as a whole, except as disclosed in the Information Memorandum.

SECTION 3.08. Litigation. There is no pending or, to the knowledge of any of the Loan Parties, threatened litigation, action or proceeding affecting Crown Holdings or any of its Subsidiaries, or any of their respective properties or assets which could reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby.

SECTION 3.09. Compliance with Laws and Agreements. Each of Crown Holdings and its Subsidiaries is in compliance with all laws (other than Environmental Laws, which are the subject of Section 3.14), regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so will not result in a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

SECTION 3.10. Subsidiaries. Schedule 3.10 sets forth the name of, and the direct or indirect ownership interest of each Loan Party in, each Subsidiary or other investment of each Loan Party and identifies each such Subsidiary that is a U.S. Loan Party and a Euro Loan Party, in each case as of the Effective Date.

SECTION 3.11. Ownership of Properties. (a) Except as set out on Schedule 3.11(a), each of Crown Holdings and its Subsidiaries has good and marketable title to, or valid leasehold interests in, or easements or other limited property interests in, or is licensed to use, all its material properties and assets (including all Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title in the aggregate could not reasonably be expected to have a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Permitted Liens.

(b) As of the Effective Date, Schedule 3.11(b) contains a true and complete list of each parcel of Real Property (i) owned by any Loan Party as of the Effective Date and describes the type of interest therein held by such Loan Party and (ii) leased, subleased or otherwise

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occupied or utilized by any Loan Party, as lessee, as of the Effective Date and describes the type of interest therein held by such Loan Party and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the Transactions.

(c) Each of Crown Holdings and its Subsidiaries has complied with all obligations under all leases to which it is a party, except where the failure to comply would not have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. Each of Crown Holdings and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases which, individually or in the aggregate, are not material to Crown Holdings and its Subsidiaries taken as a whole, and in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

(d) Each of Crown Holdings and its Subsidiaries owns or possesses, is licensed or otherwise has the right to use, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e) As of the Effective Date, none of Crown Holdings nor its Subsidiaries has received any written notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Effective Date, except where such proceeding or sale or disposition could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f) None of Crown Holdings or its Subsidiaries is obligated on the Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

(g) Schedule 3.11(g) sets forth each Subsidiary of Crown Holdings that owns, operates or leases any Principal Property as of the Effective Date.

SECTION 3.12. Taxes. Each of Crown Holdings and its Subsidiaries has timely filed all federal, foreign and all other material income tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges due, except (i) any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books and (ii) any such taxes or charges that could not, individually or in the

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aggregate, reasonably be expected to have a Material Adverse Effect; provided that any such contest of taxes or charges with respect to Collateral shall satisfy the Contested Collateral Lien Conditions.

SECTION 3.13. Pension and Welfare Plans. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien. The Loan Parties and their ERISA Affiliates are in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan. No condition exists or event or transaction has occurred with respect to any Pension Plan or Welfare Plan which reasonably might result in the incurrence by any Loan Party or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. No Loan Party has any contingent liability with respect to post-retirement benefits provided by any Loan Party or its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Except as could not reasonably be expected to have a Material Adverse Effect, (a) each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities and (b) no Loan Party nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Non-U.S. Plan.

SECTION 3.14. Environmental Warranties. (a) All facilities and property owned, leased or operated by Crown Holdings or any of its Subsidiaries, and all operations conducted thereon, are in compliance with all Environmental Laws, except for such noncompliance that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b) There are no pending or threatened (in writing):

(i) Environmental Claims received by Crown Holdings or any of its Subsidiaries or

(ii) written claims, complaints, notices or inquiries received by Crown Holdings or any of its Subsidiaries regarding Environmental Liability,

in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(c) There have been no Releases of Hazardous Materials at, on, under or from any property now or, to any Loan Party’s knowledge, previously owned or leased or operated by Crown Holdings or any of its Subsidiaries that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

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(d) Crown Holdings and its Subsidiaries have been issued and are in compliance with all Environmental Permits necessary for their operations, facilities and businesses and each is in full force and effect, except for such Environmental Permits which, if not so obtained or as to which Crown Holdings and its Subsidiaries are not in compliance, or are not in effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(e) No property now or, to any Loan Party’s knowledge, previously owned, leased or operated by Crown Holdings or any of its Subsidiaries is listed or proposed (with respect to owned property only) for listing on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, or on the National Priorities List pursuant to CERCLA, in each case other than properties as to which any such listing could not reasonably be expected to have a Material Adverse Effect.

(f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas, on or under any property now or, to any Loan Party’s knowledge, previously owned or leased by Crown Holdings or any of its Subsidiaries which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(g) Neither Crown Holdings nor any Subsidiary has transported or arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations which would reasonably be expected to lead to any Environmental Claim against Crown Holdings or such Subsidiary which could reasonably be expected to have a Material Adverse Effect.

(h) There are no past or present actions, activities, conditions or occurrences that could reasonably be expected to prevent Crown Holdings or any of its Subsidiaries from complying with, or to result in liability under, any Environmental Law, in each case which could reasonably be expected to have a Material Adverse Effect.

(i) No liens have been recorded pursuant to any Environmental Law with respect to any property or other assets owned or leased by Crown Holdings or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

(j) Neither Crown Holdings nor any of its Subsidiaries is currently conducting any Remedial Action pursuant to any Environmental Law which could reasonably be expected to have a Material Adverse Effect, nor has Crown Holdings or any of its Subsidiaries assumed by contract, agreement or operation of law any obligation under Environmental Law which could reasonably be expected to have a Material Adverse Effect.

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(k) There are no polychlorinated biphenyls or friable asbestos present at any property owned, leased or operated by Crown Holdings or any Subsidiary which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 3.15. Regulations U and X. The Loans, the use of the proceeds thereof, this Agreement and the transactions contemplated hereby will not result in a violation of or be inconsistent with any provision of Regulation U or X.

SECTION 3.16. Disclosure; Accuracy of Information; Pro Forma Balance Sheets and Projections. (a) Each Loan Party has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to any of them that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither this Agreement nor any other document, certificate or statement furnished to the Administrative Agent or any Lender or S&P or Moody’s in connection with the Transactions by or on behalf of any Loan Party (including, without limitation, the Information Memorandum) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein and therein not misleading, in light of the circumstances under which they were made; provided that to the extent this or any such document, certificate or statement (including without limitation the Information Memorandum) was based upon or constitutes a forecast or projection, the Loan Parties represent only that they acted in good faith and utilized reasonable assumptions and due care in the preparation of such document, certificate or statement.

(b) On or prior to five Business Days prior to the Effective Date, Crown Holdings shall have furnished to the Lenders the pro forma consolidated balance sheet as of June 30, 2004, after giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) was prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum, (ii) accurately reflects all adjustments necessary to give effect to the Transactions and (iii) presents fairly the pro forma financial position of Crown Holdings and its consolidated Subsidiaries as of June 30, 2004, as if the Transactions had occurred on such date.

SECTION 3.17. Insurance. As of the Effective Date, set forth on Schedule 3.17 is a summary of all insurance policies maintained by Crown Holdings and each of its Subsidiaries with financially sound and responsible insurance companies (a) with respect to its properties material to the business of Crown Holdings and its Subsidiaries against such casualties and contingencies and of such types and in such amounts as are customary in the case of similar businesses operating in the same or similar locations and (b) required to be maintained pursuant to the Security Documents.

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SECTION 3.18. Labor Matters. Except as could not reasonably be expected to have a Material Adverse Effect, (a) as of the Effective Date, there are no strikes, lockouts or slowdowns against Crown Holdings or any Subsidiary pending or, to the knowledge of any Loan Party, threatened; (b) the hours worked by and payments made to employees of Crown Holdings and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters; and (c) all payments due from Crown Holdings or any Subsidiary, or for which any claim may be made against Crown Holdings or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Crown Holdings or such Subsidiary.

SECTION 3.19. Solvency. Immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, (I) (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured and specifically, no German Borrower or Non-U.S. Guarantee Subsidiary organized under the Laws of the Federal Republic of Germany is threatened with illiquidity within the meaning of 18 German Insolvency Code (Insolvenzordnung); (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date and (II) (i) no Loan Party will be subject to any proceedings for its administration (with respect to a Loan Party organized under the laws of France, redressement judiciaire), or is or will be subject to a plan for the transfer of the whole or part of its business, or is or will be subject to liquidation (with respect to a Loan Party organized under the laws of France, liquidation judiciaire) and no claim has been made requesting implementation of such proceedings; (ii) no Loan Party is or will be subject to the administration of a court appointed mediator (conciliateur), judicial condition, compulsory manager, receiver (administrateur judiciaire), administrator, liquidator (liquidateur judiciaire) or other similar office (with respect to a Loan Party organized under the laws of France, mandataire ad hoc), and no request has been filed and no negotiations are envisaged for the rehabilitation, administration, custodianship, liquidation, winding-up or dissolution of such Loan Party; (iii) no Loan Party is or will be unable to settle its debts (contingent or otherwise) with realizable assets (with respect to a Loan Party organized under the laws of France, en état de cessation des paiements) within the meaning of article L 621-2 of the French Commercial Code or admits in writing its inability to pay its debts as they fall due; (iv) no Loan Party organized under the laws of France is or will be subject to amicable arrangement proceedings (procédure de règlement amiable), within the meaning of Article L. 611-3 of the French Commercial Code; and (v) no Loan Party has or will commence negotiations with any of its creditors with a view to the general

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readjustment or rescheduling of any of its indebtedness or has made a general assignment for the benefit of any of its creditors and/or has entered into any settlement agreement or amicable arrangement with any of its creditors (with respect to a Loan Party organized under the laws of France, transactions, accord ou réglement amiable), or stops or suspends payment of all or substantially all of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness.

SECTION 3.20. Securities. The Equity Interests of each Loan Party’s Subsidiaries have been duly authorized, issued and delivered and are fully paid, nonassessable and free of preemptive rights that have not been waived. The Equity Interests of each Subsidiary of a Loan Party are owned, directly or indirectly, by a Loan Party, free and clear of all Liens other than those created pursuant to the Security Documents. There are not, as of the Effective Date, any existing options, warrants, calls, subscriptions, convertible or exchangeable securities, rights, agreements, commitments or arrangements for any Person to acquire any Equity Interests of any Subsidiary of Crown Holdings or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any such Equity Interests, except as disclosed in the financial statements delivered pursuant to Section 3.06 or otherwise disclosed to the Lenders prior to the Effective Date.

SECTION 3.21. Indebtedness Outstanding. Set forth on:

(a) Schedule 3.21(a) hereto is a list and description of (i) all Indebtedness of the Loan Parties and their respective Subsidiaries (other than the Loans) that will be outstanding immediately after the Effective Date and (ii) all Indebtedness of the Loan Parties and their respective Subsidiaries that will be repaid, defeased, transferred or otherwise terminated on or prior to the Effective Date;

(b) Schedule 3.21(b) hereto is a list and description of the Existing Non-U.S. Facilities and the obligations of any Subsidiary of Crown Holdings that Guarantees, is an obligor under or provides credit support in respect of such Existing Non-U.S. Facilities as of the Effective Date; and

(c) Schedule 3.21(c) hereto is a list and description of the Existing Factoring Facilities and the obligations of any Subsidiary of Crown Holdings that Guarantees, is an obligor under or provides credit support in respect of such Existing Factoring Facilities as of the Effective Date.

SECTION 3.22. Security Documents. (a) The U.S. Bank Pledge Agreement is effective to create in favor of the U.S. Collateral Agent, for its benefit and the benefit of the Secured Parties named therein, a legal, valid and enforceable security interest in the Collateral securing the Obligations (as defined in the U.S. Bank Pledge Agreement) having the priority set forth therein and, when such Collateral is delivered to the U.S. Collateral Agent, the U.S. Bank Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral.

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(b) The U.S. Shared Pledge Agreement is effective to create in favor of the U.S. Collateral Agent, for its benefit and the benefit of the Secured Parties named therein, a legal, valid and enforceable security interest in the Collateral (as defined in the U.S. Shared Pledge Agreement) having the priority set forth therein and, when such Collateral is delivered to the U.S. Collateral Agent, the U.S. Shared Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral.

(c) (i) The U.S. Security Agreement is effective to create in favor of the U.S. Collateral Agent, for its benefit and the ratable benefit of the Secured Parties named therein, a legal, valid and enforceable security interest in the Collateral securing the Obligations (as defined in the U.S. Security Agreement) having the priority set forth therein and (ii) when (x) financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (y) upon the taking of possession or control by the U.S. Collateral Agent of any such Collateral in which a security interest may be perfected only by possession or control (which possession or control shall be given to the U.S. Collateral Agent to the extent possession or control by the U.S. Collateral Agent is required by any Security Document), the U.S. Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property), to the extent such Lien and security interest can be perfected by the filing of a financing statement pursuant to the UCC or by possession or control by the U.S. Collateral Agent, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

(d) When the filings in clause (c)(ii)(x) above are made and when the U.S. Security Agreement (or a summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office, the U.S. Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date), in each case prior and superior in right to any other Person other than with respect to Permitted Liens.

(e) Each Mortgage executed and delivered as of the Effective Date is, or to the extent any Mortgage is duly executed and delivered thereafter by the relevant Loan Party,

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will be effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the U.S. Collateral Agent, for its benefit and the ratable benefit of the Secured Parties named therein, a legal, valid and enforceable Lien on and security interest in all of the Loan Parties’ right securing the Obligations as defined therein, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof and having the priority set forth therein, and when the Mortgages are filed in the offices specified on Schedule 3.22(e), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Permitted Liens.

(f) Each Euro Security Document is effective to create in favor of the Euro Collateral Agent, for the ratable benefit of the Secured Parties named therein, a legal, valid and enforceable security interest in the Collateral (as defined in such Euro Security Document) having the priority set forth therein and, when the actions specified in Schedule 3.22(f) are taken, each Euro Security Document shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

(g) Each Intercompany Collateral Document is effective to create in favor of the Euro Borrower a legal, valid and enforceable security interest in the collateral (as defined in such Intercompany Collateral Document) and, when the actions specified in Schedule 3.22(g) are taken, each Intercompany Collateral Document shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantor thereunder in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.

SECTION 3.23. Anti-Terrorism Laws. (a) None of the Loan Parties or, to the knowledge of any of the Loan Parties, any of their Affiliates is in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

(b) No Loan Party or, to the knowledge of any of the Loan Parties, any of their Affiliates, or their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans, is any of the following:

(i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

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(ii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.

(c) No Loan Party or to the knowledge of any Loan Party, any of its brokers or other agents acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in clause (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

SECTION 3.24. Board of Euro Borrower. As of the Effective Date, the board of directors (or equivalent body) of the Euro Borrower consists of at least a majority of Persons that are executive officers (as described in Rule 16a-1(f) under the Exchange Act) of Crown Holdings. All actions may be taken by such board of directors (or equivalent body) by a majority vote.

ARTICLE IV

CONDITIONS

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.09) and subject to satisfaction of the conditions set forth in Section 4.02:

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

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(b) The Administrative Agent shall have received, on behalf of itself and the Lenders, favorable written opinions of each of (i) Dechert, counsel for the Loan Parties, substantially in the form of Exhibit L, and (ii) U.S. and non-U.S. local counsel for the Loan Parties, as specified on Schedule 4.01(b), substantially in the form of Exhibit M-1, 2 or 3, in each case, (A) dated the Effective Date and (B) addressed to the Administrative Agent and the Lenders.

(c) All documents executed or submitted in connection with this Agreement, the borrowings hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders.

(d) The Administrative Agent shall have received such documents and Officer’s Certificates substantially in the form of Exhibit G-3 as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(e) The Administrative Agent shall have received an Officer’s Certificate, dated the Effective Date and signed by a Financial Officer of each of the Borrowers, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.02, substantially in the form of Exhibit G-1 or G-2, as applicable.

(f) The Administrative Agent shall have received all fees payable to the Administrative Agent or any Lender on or prior to the Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP and U.S. and non-U.S. local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document.

(g) The U.S. Collateral Agent shall have received a counterpart of each of the U.S. Shared Pledge Agreement and the U.S. Bank Pledge Agreement signed on behalf of each U.S. Loan Party, and covering pledges of 100% of the Equity Interests of the U.S. Subsidiaries held, directly or indirectly, by any of the U.S. Subsidiaries of Crown Holdings and 65% of the Equity Interests of the “first tier” Non-U.S. Subsidiaries of the U.S. Borrower and Crown International, together with promissory notes (to the extent such notes exist on the Effective Date) evidencing all intercompany Indebtedness owed to any Loan Party by Crown Holdings or any Subsidiary as of the Effective

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Date and stock powers and instruments of transfer, endorsed in blank, with respect to the Equity Interests of Crown Holdings’ U.S. Subsidiaries and any such promissory notes.

(h) The U.S. Collateral Agent shall have received a counterpart of the (x) U.S. Shared Pledge Agreement signed by each of the U.S. Loan Parties, (y) U.S. Bank Pledge Agreement signed by each of the U.S. Loan Parties, and (z) U.S. Security Agreement signed on behalf of each U.S. Loan Party together with the following:

(A) certificates representing all certificated Pledged Securities (as defined in the U.S. Bank Pledge Agreement and the U.S. Shared Pledge Agreement), together with executed and undated stock powers and/or assignments in blank;

(B) Instruments representing all intercompany Indebtedness payable to any U.S. Loan Party, together with executed and undated instruments of assignment endorsed in blank;

(C) certificates of insurance required under the U.S. Security Agreement;

(D) appropriate financing statements or comparable documents of, and executed by, the appropriate entities in proper form for filing under the provisions of the UCC and applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, in the U.S. Collateral Agent’s sole discretion, to grant to the U.S. Collateral Agent a perfected Lien on such U.S. Collateral having the priority set forth in the applicable U.S. Security Document, superior and prior to the rights of all third persons other than the holders of Permitted Liens;

(E) UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports and intellectual property searches with the United States Patent and Trademark Office and United States Copyright Office listing all effective financing statements or comparable documents which name any applicable Loan Party as debtor and which are filed in those jurisdictions in which any of such U.S. Collateral is located and the jurisdictions in which any applicable Loan Party’s principal place of business is located in the United States, together with copies of such existing financing statements, none of which shall encumber such U.S. Collateral covered or intended or purported to be covered by the U.S. Security Agreement other than Permitted Liens;

(F) evidence of the preparation for recording or filing, as applicable, of all recordings and filings of the U.S. Security Agreement, including,

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without limitation, with the United States Patent and Trademark Office and the United States Copyright Office, and delivery and recordation, if necessary, of such other security and other documents, including, without limitation, UCC-3 termination statements with respect to UCC filings that do not constitute Permitted Liens, as may be necessary or, in the opinion of the U.S. Collateral Agent, desirable to perfect the Liens created, or purported or intended to be created, by the U.S. Security Agreement;

(G) evidence that all other actions reasonably necessary or, in the opinion of the U.S. Collateral Agent, desirable to perfect the security interest created by the U.S. Security Agreement have been taken; and

(H) a completed Perfection Certificate dated the Effective Date and signed by an executive officer or Financial Officer of the U.S. Borrower, Crown Holdings and all of the U.S. Subsidiaries of Crown Holdings, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released.

(i) The U.S. Collateral Agent shall have received the following documents and instruments:

(A) Mortgages encumbering each Mortgaged Property in which the applicable U.S. Loan Party holds an ownership interest (as indicated on Schedule 4.01(i)(A) hereto) in favor of the U.S. Collateral Agent, for its benefit and the benefit of the Secured Parties named therein, duly executed and acknowledged by the applicable Loan Party, and otherwise in form for recording in the recording office where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 4.01(b)(ii) in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the U.S. Collateral Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a Lien on such Mortgaged Property subject to no other Liens except Permitted Liens;

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(B) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments, in form acceptable to the U.S. Collateral Agent, as necessary or required to consummate the transactions contemplated hereby or as shall reasonably be deemed necessary by the U.S. Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;

(C) with respect to each Mortgage, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount not less than the amount set forth on Schedule 4.01(i)(C), which policies (or commitments) shall (w) be issued by the Title Company, (x) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the U.S. Collateral Agent, (y) contain a “tie-in” or “cluster” endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the U.S. Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) as shall be reasonably requested by the U.S. Collateral Agent (including, without limitation, endorsements, to the extent available in each jurisdiction at commercially reasonably rates, on matters relating to usury, first loss, last dollar, zoning, contiguity, variable rate, revolving credit, doing business, access, survey, address and so-called comprehensive coverage over covenants and restrictions) and (z) contain only such exceptions to title as shall be agreed to by the U.S. Collateral Agent on or prior to the Effective Date with respect to such Mortgaged Property;

(D) with respect to each Mortgaged Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage;

(E) with respect to each Mortgaged Property as to which a Survey was not previously delivered, a Survey in form acceptable to the U.S. Collateral Agent;

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(F) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (C) above;

(G) evidence acceptable to the U.S. Collateral Agent of payment by the appropriate Loan Party or Subsidiary thereof of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies referred to in subparagraph (C) above;

(H) with respect to each Real Property or Mortgaged Property, copies of all leases or other agreements relating to possessory interests to which any Loan Party or Subsidiary thereof is a party to the extent such leases or other agreements were not previously delivered. To the extent any of the foregoing in which any Loan Party is a landlord or sublandlord affect any Mortgaged Property, such agreement shall be subordinate to the Mortgage to be recorded against such Mortgaged Property and otherwise acceptable to the U.S. Collateral Agent; and

(I) with respect to each Mortgaged Property, a Real Property Officers’ Certificate or other evidence satisfactory to the U.S. Collateral Agent that as of the date thereof there (x) has been issued and is in effect a valid and proper certificate of occupancy or other local equivalent, if any, for the use then being made of such Mortgaged Property and that the Loan Parties have not received written notices of any outstanding citation, violation or similar notice indicating that such Mortgaged Property contains conditions which are not in compliance with local codes or ordinances relating to building or fire safety or structural soundness, (y) has not occurred any Taking or Destruction of any Mortgaged Property or Real Property and (z) to the best knowledge of the Loan Parties, are no disputes regarding boundary lines, location, encroachment or possession of any Real Property or Mortgaged Property and no state of facts existing which could give rise to any such claim.

(j) The Euro Collateral Agent shall have received counterparts of each Euro Security Document signed on behalf of each Euro Loan Party thereto, in each case, together with, to the extent required by such Euro Security Document, the following:

(A) to the extent applicable, certificates representing all certificated Pledged Securities, together with executed and undated stock powers and/or assignments in blank or other instruments of transfer customary in the applicable jurisdiction;

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(B) certificates of insurance;

(C) appropriate financing statements or comparable documents of, and executed by, the appropriate entities in proper form for filing under the provisions of the applicable or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to grant to the Euro Collateral Agent a perfected first priority Lien on such Collateral, superior and prior to the rights of all third persons other than the holders of Permitted Liens;

(D) judgment and tax lien, bankruptcy and pending lawsuit search reports listing all effective financing statements or comparable documents which name any applicable Loan Party as debtor and which are filed in those jurisdictions in which any of such Collateral is located and the jurisdictions in which any applicable Loan Party’s principal place of business is located, together with copies of such existing financing statements, none of which shall encumber such Collateral covered or intended or purported to be covered by such Euro Security Document other than Permitted Liens;

(E) [Reserved]; and

(F) evidence that all other actions reasonably necessary or desirable to perfect the security interest created by the Euro Security Documents have been taken.

(k) All (A) Intercompany Notes set forth on Schedule 4.01(k)-1 shall have been duly executed by the respective Intercompany Borrower and collaterally assigned or pledged in favor of the Euro Collateral Agent and (B) French Intercompany Loan Agreements set forth on Schedule 4.01(k)-2 shall have been duly executed by the French Intercompany Borrowers and collaterally assigned or pledged in favor of the Euro Collateral Agent.

(l) All Intercompany Collateral Documents set forth on Schedule 4.01(l) shall have been duly executed and delivered by each respective Intercompany Borrower in favor of the Euro Borrower and collaterally assigned or pledged to the Euro Collateral Agent.

(m) The Administrative Agent shall have received (i) counterparts of the U.S. Guarantee Agreement signed on behalf of each U.S. Subsidiary of Crown Holdings and (ii) counterparts of the Indemnity, Subrogation and Contribution Agreement signed on behalf of each U.S. Subsidiary of Crown Holdings.

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(n) The Administrative Agent shall have received counterparts of a (i) Non-U.S. Guarantee Agreement signed on behalf of each Non-U.S. Guarantee Subsidiary designated on Schedule 3.10 and (ii) the Crown Développement Parent Guarantee.

(o) The Administrative Agent shall have received counterparts of each of the Intercreditor Agreements, the Sharing Agreement and the Receivables Intercreditor Agreement, each signed on behalf of each of the parties thereto.

(p) The Administrative Agent shall have received evidence that the insurance required by Section 5.04 and the Security Documents is in effect.

(q) The Euro Borrower shall have received aggregate gross proceeds of €350.0 million from the issuance of the First Lien Notes; the terms, conditions and documentation of the First Lien Notes shall be consistent in all material respects with the description thereof in the Offering Memorandum dated August 11, 2004, which gross proceeds (together with the Loans hereunder) were used to repay in full the Term B Loans under the Existing Credit Agreement and terminate the Obligations and Commitments under the Existing Credit Agreement.

(r) The Lenders shall have received a solvency certificate substantially in the Form of Exhibit S, together with such other evidence reasonably requested by the Lenders, and signed by the chief financial officer of Crown Holdings confirming the solvency of (i) Crown Holdings and its Subsidiaries, (ii) the U.S. Borrower and its Subsidiaries and (iii) the Euro Borrower and its Subsidiaries, in each case, on a consolidated basis after giving effect to the Transactions.

(s) The Administrative Agent shall have received (i) a counterpart of each of (A) the Guarantee Agreements and the U.S. Indemnity, Subrogation and Contribution Agreements, (B) the U.S. Intercreditor Agreement, the Euro Intercreditor Agreement, the Sharing Agreement and the U.S. Bank Pledge Agreement, (C) the Crown Développement Parent Guarantee and (D) each Euro Security Document, in each case in form and substance satisfactory to the Administrative Agent, and (ii) a counterpart of the amendments to (A) the Shared Pledge Agreement and (B) the U.S. Security Agreement, in each case in form and substance satisfactory to the Administrative Agent.

(t) There shall be no litigation, administrative proceeding or investigation that could reasonably be expected to have a material adverse effect on the business, assets, operations, prospects, condition (financial or otherwise), contingent liabilities, prospects, material agreements, customer relationships or investments of Crown Holdings and its Subsidiaries, taken as a whole, or on the ability of the parties to consummate the Transactions, and shall have been no adverse development or decision since August 11, 2004 in any pending litigation, proceeding or investigation.

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(u) The Administrative Agent shall be satisfied that, as of the Effective Date, the interest rate on any Loans hereunder shall not exceed the Maximum Rate.

(v) The Receivables Purchase Agreement (and certain of the “Transaction Documents” as defined therein) shall have been amended or amended and restated on terms and conditions satisfactory to the Administrative Agent and the Administrative Agent shall have received an executed counterpart of such amendment(s).

(w) The Administrative Agent shall have received satisfactory evidence that all loans outstanding under, and all other amounts due in respect of, the Existing Credit Agreement shall have been repaid in full (or satisfactory arrangements made for such repayment) and the commitments thereunder shall have been permanently terminated.

(x) The Lenders shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Crown Holdings for the five Fiscal Years ended before the Effective Date and (b) to the extent available, unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Crown Holdings for each completed Fiscal Quarter since the date of such audited financial statements, which audited and unaudited financial statements (i) shall be in form and scope reasonably satisfactory to Lenders and (ii) shall not be materially inconsistent with the financial statements previously provided to the Lenders.

(y) The Lenders shall have received a pro forma consolidated balance sheet of Crown Holdings as of June 30, 2004, after giving effect to the Transactions, together with a certificate substantially in the form of Exhibit G-4 signed by the chief financial officer of Crown Holdings certifying to the effect that such statements fairly present the pro forma financial position of Crown Holdings and its Subsidiaries in accordance with GAAP, and the Lenders shall be satisfied that such balance sheets are not materially inconsistent with the forecasts previously provided to the Lenders. Crown Holdings shall have delivered its then most recent projections through the 2010 Fiscal Year, which shall not be materially inconsistent with the projections provided to CGMI prior to the Effective Date.

(z) All requisite material governmental authorities and third parties shall have approved or consented to the Transactions to the extent required, all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby.

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SECTION 4.02. Conditions to Each Credit Event. The agreement of each Lender to make any Loan and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (such event being called a “Credit Event”) (excluding continuations and conversions of Loans) requested to be made by it on any date is subject to the satisfaction of the following conditions:

(a) The Administrative Agent shall have received a notice of such Credit Event as required by Section 2.02 or 2.06, as applicable.

(b) The representations and warranties set forth in Article III hereof and in the other Loan Documents shall be true and correct with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).

(c) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing.

Each Credit Event shall be deemed to constitute a representation and warranty by the applicable Borrower on the date of such Credit Event, as to the matters specified in paragraphs (b) and (c) of this Section 4.02.

ARTICLE V

AFFIRMATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder or under any other Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, each Loan Party, jointly and severally, covenants and agrees with the Lenders that:

SECTION 5.01. Financial Information, Reports, Notices, etc. Crown Holdings will furnish, or will cause to be furnished, to each Lender and the Administrative Agent copies of the following financial statements, reports, notices and information:

(a) as soon as available and in any event within 45 days (or such shorter period for the filing of Crown Holdings’ Form 10-Q as may be required by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Crown Holdings (commencing with the Fiscal Quarter ending September 30, 2004), a consolidated balance sheet of Crown Holdings and its Subsidiaries as of the end of such

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Fiscal Quarter and consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by a Financial Officer of Crown Holdings, it being understood and agreed that the delivery of Crown Holdings’ Form 10-Q (as filed with the SEC), if certified as required in this clause (a), shall satisfy the requirements set forth in this clause;

(b) as soon as available and in any event within 90 days (or such shorter period for the filing of Crown Holdings’ Form 10-K as may be required by the SEC) after the end of each Fiscal Year of Crown Holdings (commencing with the Fiscal Year ended December 31, 2004), a copy of the annual audit report for such Fiscal Year for Crown Holdings and its Subsidiaries, including therein a consolidated balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) in a manner acceptable to the Administrative Agent by PricewaterhouseCoopers or other independent public accountants reasonably acceptable to the Administrative Agent (it being understood and agreed that the delivery of Crown Holdings’ Form 10-K (as filed with the SEC), if certified as required by this clause (b), shall satisfy such delivery requirement in this clause), together with a certificate from a Financial Officer of Crown Holdings and the Borrowers substantially in the form of Exhibit D (a “Compliance Certificate”) containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6.12 through 6.14 and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officer has not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officer has become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it, and concurrently with the delivery of the foregoing financial statements, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(c) as soon as available and in any event within 45 days (or such shorter period as may be required for the filing of Crown Holdings’ Form 10-Q by the SEC) after the end of each Fiscal Quarter, a Compliance Certificate from a Financial Officer of Crown Holdings, the U.S. Borrower and the Euro Borrower containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6.12 through 6.14 and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and

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is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it;

(d) as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Crown Holdings (commencing with the Fiscal Quarter ending September 30, 2004), an unaudited consolidating balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Quarter and consolidating statements of earnings and cash flows of Crown Holdings and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by a Financial Officer of Crown Holdings (it being understood and agreed that such financial statements need only break out (A) the U.S. Borrower and its Domestic Subsidiaries (other than any Receivables Subsidiary and the Insurance Subsidiary), on a consolidated basis; (B) the Euro Borrower and the Euro Subsidiary Loan Parties, on a consolidated basis; and (C) each Subsidiary of the Euro Borrower that is not a Euro Subsidiary Loan Party, on a consolidated basis;

(e) as soon as available and in any event within 105 days after the end of each Fiscal Year of Crown Holdings (commencing with the Fiscal Year ending December 31, 2004), an unaudited consolidating balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Year and consolidating statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Year, certified by a Financial Officer of Crown Holdings (it being understood and agreed that such financial statements need only break out (A) the U.S. Borrower and its Domestic Subsidiaries (other than any Receivables Subsidiary and the Insurance Subsidiary), on a consolidated basis; (B) the Euro Borrower and the Euro Subsidiary Loan Parties, on a consolidated basis; and (C) each Subsidiary of the Euro Borrower that is not a Euro Subsidiary Loan Party, on a consolidated basis;

(f) as soon as available and in any event within 45 days after the end of each Fiscal Quarter and 90 days after the end of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2004), the aggregate amount of cash and Permitted Investments held by each Subsidiary of the Euro Borrower that is not a Subsidiary Loan Party;

(g) no later than January 31 of each Fiscal Year of Crown Holdings (commencing with the Fiscal Year ending December 31, 2005), a detailed consolidated budget of Crown Holdings and its Subsidiaries by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year) and, promptly when available, any significant revisions of such budgets;

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(h) promptly upon receipt thereof, copies of all reports submitted to Crown Holdings or its Subsidiaries by independent certified public accountants in connection with each annual, interim or special audit of the books of Crown Holdings or any of its Subsidiaries made by such accountants, including any management letters submitted by such accountants to management in connection with their annual audit;

(i) as soon as possible and in any event within three Business Days after becoming aware of the occurrence of any Default or Event of Default, a statement of a Financial Officer of Crown Holdings, the U.S. Borrower and the Euro Borrower setting forth details of such Default or Event of Default and the action which Crown Holdings, the U.S. Borrower and the Euro Borrower have taken and propose to take with respect thereto;

(j) as soon as possible and in any event within five Business Days after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding described in Section 3.08 that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding of the type described in Section 3.08, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or that purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and copies of all documentation relating thereto;

(k) promptly after the sending or filing thereof, copies of all reports which any Loan Party sends to any of its security holders (other than a report by a Wholly Owned Subsidiary to its parent security holders), including, without limitation, holders of the First Lien Notes, Second Lien Notes or Third Lien Notes, and all reports, registration statements (other than on Form S-8 or any successor form) or other materials which any Loan Party or any of its Subsidiaries or any of their officers file with the SEC or any national securities exchange (other than the Luxembourg Stock Exchange);

(l) immediately upon becoming aware of the taking of any specific actions by Crown Holdings or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Crown Holdings or any ERISA Affiliate having to provide more than $1.0 million in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien or in the incurrence by a Loan Party of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which could reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;

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(m) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request;

(n) as soon as possible, notice of any other development that could reasonably be expected to have a Material Adverse Effect;

(o) on the 10th day of each month (or, if not a Business Day, the Business Day immediately following such day) a report setting forth (i) the amount of aggregate unused availability on such date of Revolving Credit Commitments and (ii) the aggregate amount of cash held in immediately available funds by Crown Holdings and its Subsidiaries on such date;

(p) simultaneously with the delivery of financial statements pursuant to Section 5.01(a) and (b), certifications by the chief executive officer and the chief financial officer or others under the Exchange Act, the Sarbanes-Oxley Act of 2002, as amended, and/or the rules and regulations of the SEC; and

(q) such other information respecting the condition or operations, financial or otherwise, of Crown Holdings, any Borrower or any of their Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

SECTION 5.02. Compliance with Laws, etc. Each Loan Party will, and will cause each of its Subsidiaries to, comply in all respects with all applicable laws, rules, regulations and orders, except where such noncompliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, such compliance to include, subject to the foregoing (without limitation):

(a) the maintenance and preservation of its and its Subsidiaries’ existence and its qualification as a foreign corporation or partnership (or comparable foreign qualification, if applicable, in the case of any other form of legal entity), and

(b) the payment, before the same become delinquent, of all taxes, assessments and governmental charges imposed upon it or upon its property except as provided in Section 5.09.

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SECTION 5.03. Maintenance of Properties. Each Loan Party will, and will cause each of its Subsidiaries to, maintain, preserve, protect and keep its material properties and assets in good repair, working order and condition, and make necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03 shall prevent any Loan Party from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of such Loan Party, desirable in the conduct of its or their business and does not in the aggregate have a Material Adverse Effect.

SECTION 5.04. Insurance. Each Loan Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained with financially sound and responsible insurance companies (a) insurance with respect to its properties material to the business of Crown Holdings and its Subsidiaries against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents, and will, upon request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate of an Authorized Officer of Crown Holdings setting forth the nature and extent of all insurance maintained by Crown Holdings and its Subsidiaries in accordance with this Section. Each such insurance policy shall provide that (i) it may not be canceled or otherwise terminated without at least thirty (30) days’ prior written notice to the Collateral Agents (and to the extent any such policy is cancelled, modified or renewed, the Borrower shall deliver a copy of the renewal or replacement policy (or other evidence thereof) to the Administrative Agent and the Collateral Agent, or insurance certificate with respect thereto, together with evidence satisfactory to the Administrative Agent and the Collateral Agents of the payment of the premium therefor); (ii) to the extent such insurance policy constitutes property insurance, all losses payable thereunder in an amount in excess of $10.0 million shall be payable to the Collateral Agents, as loss payee, pursuant to a standard non-contributory New York mortgagee endorsement and shall be in an amount at least sufficient to prevent coinsurance liability; provided that the Collateral Agents, as loss payee pursuant to the foregoing, shall not agree to the adjustment of any claim without the consent of Crown Holdings (such consent not to be unreasonably withheld or delayed); and (iii) with respect to liability insurance, the Collateral Agents shall be named as an additional insured. Each Loan Party shall promptly notify the Collateral Agents if it does not intend to or has not paid when due any premium under any such insurance policy, and after 30 days after receipt of such notice, the Collateral Agents shall be permitted to pay such premium. In the event any Loan Party gives the Collateral Agents written notice that it does not intend to pay any premium relating to any insurance policy when due, the Collateral Agents shall not exercise their right to pay such premium so long as such Loan Party delivers to the Collateral Agents a replacement insurance policy or insurance certificate evidencing that such replacement policy or certificate provides the same insurance coverage required under this Section 5.04 as the policy being replaced by such Loan Party with no lapse in such coverage.

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SECTION 5.05. Books and Records; Visitation Rights. Each Loan Party will, and will cause each of its Subsidiaries to, keep books and records which accurately reflect all of its business affairs and material transactions and permit the Administrative Agent and each Lender or any of their respective representatives, at reasonable times and intervals, to visit all of its offices, to discuss its financial matters with its officers and independent public accountant and, upon the reasonable request of the Administrative Agent or a Lender, to examine (and, at the expense of the relevant Loan Party or Subsidiary, photocopy extracts from) any of its books or other corporate or partnership records.

SECTION 5.06. Environmental Covenant. Each Loan Party will, and will cause each of its Subsidiaries to:

(a) use and operate all of its facilities and properties in compliance with all Environmental Laws except for such noncompliance which, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith, except where the failure to keep in effect such Environmental Permits, or any noncompliance with the provisions thereof, would not reasonably be expected to have a Material Adverse Effect, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect;

(b) promptly notify the Administrative Agent and provide copies of all written inquiries, claims, complaints or notices from any Person relating to the environmental condition of its facilities and properties or compliance with or liability under any Environmental Law which could reasonably be expected to have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating thereto;

(c) in the event of the presence of any Hazardous Material on any Mortgaged Property which is in violation of any Environmental Law, or which could reasonably be expected to have Environmental Liability, in each case which could reasonably be expected to have a Material Adverse Effect, Crown Holdings, each Borrower and their respective Subsidiaries, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and eliminate any such adverse effect in accordance with and to the extent required by applicable Environmental Laws, and shall keep the Administrative Agent informed of their actions;

(d) at the written request of the Administrative Agent or the Requisite Lenders, which request shall specify in reasonable detail the basis therefor, Crown Holdings, each Borrower and each of their Subsidiaries will provide, at their sole cost and expense, an environmental site assessment report concerning any Mortgaged

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Property now or hereafter owned or leased by such Borrower or any of its Subsidiaries, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any Remedial Action in connection with such Hazardous Materials on, at, under or emanating from such Mortgaged Property pursuant to any applicable Environmental Law; provided that such request may be made only if (i) there has occurred and is continuing an Event of Default or (ii) the Administrative Agent or the Requisite Lenders reasonably believe that a Borrower or any Subsidiary of a Borrower or any such Mortgaged Property is not in compliance with Environmental Law and such noncompliance could reasonably be expected to have a Material Adverse Effect, or that circumstances exist that could reasonably be expected to form the basis of an Environmental Claim against a Borrower or any Subsidiary of a Borrower or to result in Environmental Liability, in each case that could reasonably be expected to have a Material Adverse Effect (in such events as are listed in this subparagraph, the environmental site assessment shall be focused upon the noncompliance or other circumstances as applicable). If a Borrower or any Subsidiary of Borrower fails to provide the same within 90 days after such request was made, the Administrative Agent may order the same, and such Borrower or Subsidiary shall grant and hereby grants to the Administrative Agent and the Requisite Lenders and their agents access to such Mortgaged Property and specifically grants the Administrative Agent and the Requisite Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to perform such an assessment, all at such Borrower’s or Subsidiary’s sole cost and expense; and

(e) provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

SECTION 5.07. Information Regarding Collateral. (a) Each Loan Party will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or (v) in any Loan Party’s jurisdiction of organization. Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the applicable Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all relevant Collateral. Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.

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(b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, each Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of each Borrower (i) setting forth the information required pursuant to Sections 1, 2, 7, 8, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

SECTION 5.08. Existence; Conduct of Business. Each Loan Party will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.09. Performance of Obligations. Each Loan Party will, and will cause each of its Subsidiaries to, perform all of its respective obligations under the terms of each mortgage, indenture, security agreement, other debt instrument and material contract by which they are bound or to which they are a party, except where such nonperformance could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.10. Casualty and Condemnation. Each Loan Party will, and will cause each of its Subsidiaries to, (a) furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any Collateral in an amount in excess of $10.0 million or the commencement of any action or proceeding for the taking of any material Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Security Documents.

SECTION 5.11. Guarantees; Pledge of Additional Collateral. (a) In the event that any Domestic Subsidiary of Crown Holdings existing on the Effective Date (other than the Insurance Subsidiary and any Receivables Subsidiary) has not previously executed

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the U.S. Guarantee Agreement or in the event that any Person becomes a Domestic Subsidiary (other than any Receivables Subsidiary) of Crown Holdings after the Effective Date, Crown Holdings will promptly notify the Administrative Agent of that fact and cause such Subsidiary to execute and deliver to the Administrative Agent a counterpart of the U.S. Guarantee Agreement and deliver to the U.S. Collateral Agent a counterpart of the U.S. Security Agreement, the U.S. Shared Pledge Agreement and the U.S. Bank Pledge Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and certificates comparable to those described in Section 4.01(h)) as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create in favor of the U.S. Collateral Agent, for the benefit of the Secured Parties, a valid and perfected first priority Lien on all of the property and assets of such Subsidiary described in the applicable forms of U.S. Security Documents.

(b) In any event within 30 days after the acquisition of assets of the type that would have constituted U.S. Collateral on the Effective Date pursuant to the U.S. Security Agreement, the U.S. Bank Pledge Agreement or the U.S. Shared Pledge Agreement (the “Additional U.S. Collateral”), Crown Holdings will, and will cause each appropriate U.S. Subsidiary to, take all necessary action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the U.S. Guarantee Agreement, the U.S. Security Agreement, the U.S. Bank Pledge Agreement or the U.S. Shared Pledge Agreement, to grant to the U.S. Collateral Agent for its benefit and the benefit of the Secured Parties a perfected Lien (having the priority set forth in the U.S. Security Agreement, the U.S. Bank Pledge Agreement or the U.S. Shared Pledge Agreement, as applicable) on such Additional U.S. Collateral pursuant to and to the full extent required by the U.S. Security Agreement, the U.S. Bank Pledge Agreement, the U.S. Shared Pledge Agreement and this Agreement (including, without limitation, to the extent requested by the U.S. Collateral Agent, satisfaction of the conditions set forth in subsections (b)(ii) and (h) of Section 4.01).

(c) In the event that any Non-U.S. Guarantee Subsidiary existing on the Effective Date has not previously executed the Non-U.S. Guarantee Agreement or in the event that any Person becomes a Non-U.S. Guarantee Subsidiary after the Effective Date, the Euro Borrower will promptly notify the Administrative Agent of that fact and, to the extent permitted by applicable law, cause such Subsidiary to execute and deliver to the Administrative Agent a counterpart of the Non-U.S. Guarantee Agreement and deliver to the Euro Collateral Agent a counterpart of the applicable Euro Security Documents and such documents and instruments and take such further actions (including actions, documents and instruments comparable to those referred to in Section 4.01(h)) as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create in favor of the Euro Collateral Agent, for the benefit of the Revolving Euro Lenders, a valid and perfected first priority Lien on all of the property and assets (including, without limitation, Real Property) of such Subsidiary that

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would have constituted Euro Collateral on the Effective Date under the applicable Euro Security Documents of other Non-U.S. Guarantee Subsidiaries organized in the same jurisdiction to the extent legally permissible.

(d) In any event within 30 days after the acquisition of assets of the type that would have constituted Euro Collateral on the Effective Date (other than any intercompany loans or Indebtedness not otherwise required to be pledged under this Agreement) pursuant to any Euro Security Document (the “Additional Euro Collateral” and together with the Additional U.S. Collateral, the “Additional Collateral”), the Euro Borrower will, and will cause each appropriate Subsidiary to, to the extent legally permissible, take all necessary action, including the filing of appropriate financing statements, under the provisions of applicable laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending any Euro Security Document, to grant to the Euro Collateral Agent for its benefit and the benefit of the Secured Parties a perfected Lien on such Additional Euro Collateral pursuant to and to the full extent required by this Agreement (including, without limitation, to the extent requested by the U.K. Administrative Agent, satisfaction of the conditions set forth in subsection (h) of Section 4.01).

(e) In the event that any U.S. Loan Party or its respective Subsidiaries acquire an interest in additional Real Property having a fair market value in excess of $5.0 million as determined in good faith by Crown Holdings, Crown Holdings or the appropriate Loan Party or Subsidiary, as the case may be, and using its commercially reasonable efforts in respect of any leases, will take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage (including, without limitation, satisfaction of the conditions set forth in subsections (b)(ii), (h) and (i) of Section 4.01).

(f) All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Loan Parties, which shall pay all sums due on demand.

(g) If, for any reason after the Effective Date, any debt securities of Crown Holdings or any of its Subsidiaries become secured by a Lien on Principal Property, each Loan Party shall, and shall cause each of its Subsidiaries to, take all necessary action so that any limitation on the Lien of the applicable Collateral Agent and the applicable Lenders on such Principal Property is eliminated from the Security Documents and the applicable Collateral Agent and the applicable Lenders enjoy a full and unconditional Lien on all such Principal Property.

SECTION 5.12. Further Assurances. Each Loan Party will, and will cause each of its Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and

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recorrding of financing statements, notarizations, fixture filings, mortgages, deeds of trust and other documents and the delivery of appropriate opinions of counsel), which may be required under any applicable law, or which the Administrative Agent or the Requisite Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. Each Loan Party also agrees to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. Furthermore, to the extent Indebtedness outstanding under the Revolving Facilities is less than $9.5 million at any time, Crown Holdings will, and will cause each of its applicable Subsidiaries to, promptly take all such further actions including the payment of any additional mortgage recording taxes, fees, charges, costs and expenses required to grant, preserve, protect or perfect the Liens created by a Mortgage on a Mortgaged Property located in the State of New York on the Effective Date or the validity or priority of any such Lien.

SECTION 5.13. Use of Proceeds. Crown Holdings and each Borrower covenant and agree that (a) on the Effective Date, the proceeds of all Borrowings (i) under the Term B Dollar Loans shall be used to repay the existing Term B Dollar Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and Term B Euro Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, and (ii) under the Revolving Loans shall be used to terminate the Obligations and Revolving Commitments (each as defined in the Existing Credit Agreement) under the Existing Credit Agreement and (b) thereafter, all Borrowings hereunder and all Letters of Credit issued hereunder will be used for general corporate purposes; provided that at any time when proceeds of Revolving Loans are used to repay, redeem, repurchase or otherwise defease Non-Priority Debt, there shall be at least $350.0 million of Available Liquidity after giving effect to such repayment, redemption, repurchase or defeasance.

SECTION 5.14. Payment of Taxes. Each Loan Party will, and will cause each of its Subsidiaries to, pay and discharge all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which material penalties attach thereto, and all lawful claims which, if unpaid, might become a Lien or charge upon any properties of such Person or cause a failure or forfeiture of title thereto; provided that no Loan Party nor any of its Subsidiaries shall be required to pay any such Tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings diligently conducted, which proceedings have the effect of preventing the forfeiture or sale of the property or asset that may become subject to such Lien, if it has maintained adequate reserves with respect thereto in accordance with and to the extent required under GAAP; provided, further, that any such contest of any tax, assessment, charge, levy or claim with respect to Collateral shall satisfy the Contested Collateral Lien Conditions.

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SECTION 5.15. Equal Security for Loans and Notes. If any Loan Party or any of its Subsidiaries shall create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent to the creation or assumption thereof shall have been obtained from the Administrative Agent and the Requisite Lenders), it shall make or cause to be made effective provisions whereby the Obligations will be secured by such Lien equally and ratably with any and all other assets or property thereby secured as long as any such assets or property shall be secured; provided that this covenant shall not be construed as consent by the Administrative Agent and the Requisite Lenders to any violation of the provisions of Section 6.02.

SECTION 5.16. Cash Accounts. (a) No U.S. Loan Party shall establish and/or maintain any Deposit Account (other than Deposit Accounts having a maximum aggregate balance of $1.0 million or otherwise excluded pursuant to the terms of the U.S. Security Agreement) unless (1) such U.S. Loan Party shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such U.S. Loan Party shall have duly executed and delivered to the U.S. Collateral Agent a Control Agreement with respect to such Deposit Account.

(b) No Euro Loan Party shall establish and/or maintain cash or Permitted Investments in any deposit account (other than deposit accounts having a maximum aggregate balance of the Euro Equivalent of $10.0 million, other than with respect to occasional receipt of customer receivables, in which case such amount may exceed the Euro Equivalent of $10.0 million for no more than one Business Day, but in no event may exceed the Euro Equivalent of $30.0 million) unless (1) such Euro Loan Party shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new deposit account with a bank and (2) the Euro Collateral Agent shall be satisfied that the Revolving Euro Lenders have a first priority Lien thereon.

SECTION 5.17. Board of Euro Borrower. (a) Crown Holdings shall cause the board of directors (or equivalent organizational body) of the Euro Borrower to consist of at all times at least a majority of Persons that are executive officers (as described in Rule 16a-1(f) under the Exchange Act) of Crown Holdings.

(b) Unless the principal of any Indebtedness incurred or guaranteed by the Euro Borrower or any of its Subsidiaries has finally matured and not been paid or has been accelerated, the Euro Borrower and its Subsidiaries shall not apply for or consent to the appointment of a trustee, receiver or other custodian or commence a bankruptcy, reorganization or other proceedings under any bankruptcy or insolvency law, except as required by applicable law.

SECTION 5.18. Excluded Companies. Notwithstanding anything to the contrary set forth herein, Crown Holdings shall ensure that (a) Continental Can of Canada, Inc. remains a dormant company and shall remain dormant until such time as it is dissolved in

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accordance with the laws of Canada, (b) Crown Cork AG Switzerland remains a dormant company and shall remain dormant until such time as it is dissolved under the laws of Switzerland, and (c) each Excluded U.K. Company remains (i) a dormant company and shall remain dormant until such time as it is dissolved in accordance with the laws of England and Wales or (ii) a trust company which is involved only in the business of holding assets on behalf of beneficiaries in a trustee relationship, as applicable, and shall continue to exist in such dormant state until it is dissolved or act in such capacity and in no other capacity until such time as all of the Obligations hereunder are discharged pursuant to this Agreement.

SECTION 5.19. Facilities Rating. Crown Holdings shall use its commercially reasonable efforts to provide that the Indebtedness under this Agreement remains rated by each of S&P and Moody’s at all times and to promptly deliver to the Administrative Agent written notice of any change in the rating thereof by S&P or Moody’s.

SECTION 5.20. Post-Closing Matters. Each Loan Party shall, and shall cause its Subsidiaries to, execute and deliver the documents and complete the tasks set forth on Schedule 5.20, in each case within the time limits specified on such schedule.

ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder or under any other Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, each Loan Party, jointly and severally, covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness; Certain Equity Securities. (a) The Loan Parties will not, and will not permit any Subsidiary to, directly or indirectly, create, incur, assume or permit to exist (including by way of Guarantee) any Indebtedness, except:

(i) Indebtedness incurred and outstanding under the Loan Documents;

(ii) Indebtedness of the Euro Borrower under the First Lien Notes in an aggregate principal amount not to exceed €350.0 million and Guarantees of such Indebtedness by each Subsidiary Loan Party and Parent Guarantor;

(iii) Indebtedness of the Euro Borrower under (A) the Second Lien Dollar Notes in an aggregate principal amount not to exceed $1.085 billion and Guarantees of such Indebtedness by each Subsidiary Loan Party and (B) the Second Lien Euro Notes in an aggregate principal amount not to exceed €285 million and Guarantees of such Indebtedness by each Subsidiary Loan Party and Parent Guarantor;

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(iv) Indebtedness of the Euro Borrower under the Third Lien Notes in an aggregate principal amount not to exceed $725 million and Guarantees of such Indebtedness by each Subsidiary Loan Party and Parent Guarantor;

(v) Indebtedness under the Existing Unsecured Debt existing on the Effective Date;

(vi) Refinancing Plan Indebtedness (and Guarantees of such Indebtedness by each Subsidiary Loan Party and Parent Guarantor) that refinances (A) Unsubordinated Debt and that does not increase the outstanding principal amount of such Unsubordinated Debt (except to pay reasonable fees and expenses in connection with such refinancing) and (B) Subordinated Indebtedness otherwise permitted to be incurred hereunder so long as such Refinancing Plan Indebtedness constitutes Subordinated Indebtedness and that does not increase the outstanding principal amount of such Subordinated Indebtedness (except to pay reasonable fees and expenses in connection with such refinancing); provided that (v) if such Refinancing Plan Indebtedness refinances Non-Priority Debt and if the Indebtedness under this Agreement is rated Ba3 or lower by Moody’s and BB or lower by S&P, Crown Holdings shall provide written confirmation from each of Moody’s and S&P that the rating of such Indebtedness will not be downgraded by either Moody’s or S&P as a result of the incurrence of such new Refinancing Plan Indebtedness, (w) no Default or Event of Default shall have occurred or be continuing or would result therefrom, (x) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive, (y) such Indebtedness is permitted to be incurred under the First Lien Notes Indenture, the Second Lien Notes Indenture and the Third Lien Notes Indenture and (z) in case of any Indebtedness incurred by or guaranteed by the Euro Borrower or any of its Subsidiaries or under which the Euro Borrower or any of its Subsidiaries is an obligor, the holders of such Indebtedness or any trustee or agent on their behalf shall be bound by and shall execute and deliver counterparts to the Sharing Agreement;

(vii) Indebtedness under the Existing Non-U.S. Facilities outstanding or committed on the Effective Date and listed on Schedule 3.21(b) and the Indebtedness listed in clause (i) of Schedule 3.21(a), in each case up to the amounts set forth on such Schedule and any extensions, renewals, refinancings, refundings and replacements thereof incurred by the same obligors thereunder and on substantially similar terms (or terms that are more favorable to the respective borrower) that do not increase the amount outstanding or committed thereunder as of the Effective Date; provided that (x) no Default or Event of Default shall have occurred or be continuing or

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would result therefrom, (y) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive, and (z) such Indebtedness is permitted to be incurred under the First Lien Notes Indenture, the Second Lien Notes Indenture and the Third Lien Notes Indenture;

(viii) Indebtedness (including Indebtedness outstanding as of the Effective Date) under one or more Permitted Receivables or Factoring Financings; provided that with respect to any such Indebtedness incurred under clause (iii) of the definition of Permitted Receivables or Factoring Financings (x) no Default or Event of Default shall have occurred or be continuing or would result therefrom, (y) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive, and (z) such Indebtedness is permitted to be incurred under the First Lien Notes Indenture, the Second Lien Notes Indenture and the Third Lien Notes Indenture; provided, that in the case of revolving Permitted Receivables or Factoring Financings, compliance with clauses (x), (y) and (z) above shall be required solely as of the date that the commitments for such revolving Permitted Receivables or Factoring Financings become effective or are increased and shall be calculated as if the maximum amount of such commitments were fully funded on such date;

(ix) Indebtedness of the Italian Subsidiaries incurred after the Effective Date in an aggregate principal amount not to exceed €50 million; provided that (x) no Default or Event of Default shall have occurred or be continuing or would result therefrom, (y) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive, and (z) such Indebtedness is permitted to be incurred under the First Lien Notes Indenture, the Second Lien Notes Indenture and the Third Lien Notes Indenture;

(x) Indebtedness of any Non-Subsidiary Loan Parties in an aggregate principal amount outstanding at any time not to exceed $150.0 million; provided that (x) no Default or Event of Default shall have occurred or be continuing or would result

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therefrom, (y) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties shall be in compliance with Sections 6.12 through 6.14, inclusive, and (z) such Indebtedness is permitted to be incurred under the First Lien Notes Indenture;

(xi) (a) Indebtedness of any Loan Party to any other Loan Party; provided that any Indebtedness owed by a Subsidiary Loan Party of the U.S. Borrower or the U.S. Borrower to a Subsidiary Loan Party of the Euro Borrower or the Euro Borrower shall be subordinated to the U.S. Obligations to at least the same extent as Intercompany Debt is subordinated to the Euro Obligations under the Euro Intercreditor Agreement; and (b) Indebtedness of any Non-Subsidiary Loan Party owed to another Non-Subsidiary Loan Party;

(xii) subject to Section 6.04(iv), Indebtedness of any Non U.S. Subsidiary that is not a Subsidiary Loan Party owed to any Borrower or any Subsidiary Loan Party, provided that no Default or Event of Default has occurred and is continuing at the time of the incurrence of such Indebtedness or would result therefrom;

(xiii) the incurrence by Crown Holdings or any of its Subsidiaries of Hedging Agreements that are incurred in the ordinary course of business for the purpose of fixing or hedging (A) interest rate risk so long as such Indebtedness is permitted by the terms of this Agreement to be outstanding, (B) commodity price risk with respect to any commodity regularly purchased by Crown Holdings or its Subsidiaries or (C) exchange rate risk with respect to agreements or Indebtedness of such Person payable or denominated in a currency other than Dollars and, in each case, not for speculative purposes; provided that, in any such case, the liabilities under such Hedging Agreements which do not represent an actual obligation and for which an offsetting derivative contract has been recorded in the financial statements are recorded in accordance with SFAS 133;

(xiv) Indebtedness (and Guarantees thereof) of the U.S. Borrower or the Euro Borrower or any of their Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (a) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement,

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(b) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive and (c) the aggregate principal amount of Indebtedness incurred and outstanding under this clause (xiv) together with Indebtedness incurred under clauses (xv), (xvi) and (xvii) of this Section 6.01(a), does not exceed the Debt Basket Amount;

(xv) Indebtedness of any Subsidiary of the U.S. Borrower or the Euro Borrower assumed in connection with a Permitted Acquisition so long as (a) such Indebtedness was not issued or created in contemplation of such acquisition, (b) all of the terms and conditions of such Indebtedness are reasonably acceptable to the Administrative Agent, (c) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive; and (d) the aggregate principal amount of Indebtedness under this clause (xv), together with Indebtedness incurred and outstanding under clauses (xiv), (xvi) and (xvii) of this Section 6.01(a), does not exceed the Debt Basket Amount;

(xvi) Indebtedness of a Permitted Issuer the net proceeds of which are used solely to finance a Permitted Acquisition (and to pay fees and expenses related thereto); provided that (a) such Indebtedness satisfies the definition of “Refinancing Plan Indebtedness”, (b) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive; and (c) the aggregate principal amount of Indebtedness incurred under this clause (xvi), together with Indebtedness incurred and outstanding under clauses (xiv), (xv) and (xvii) of this Section 6.01(a), shall not exceed the Debt Basket Amount;

(xvii) Attributable Debt in respect of sale and leaseback transactions permitted by Section 6.06; provided that (a) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio

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for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive; and (b) the aggregate principal amount of Indebtedness incurred under this clause (xvii), together with Indebtedness incurred and outstanding under clauses (xiv), (xv) and (xvi) of this Section 6.01(a), shall not exceed the Debt Basket Amount;

(xviii) Indebtedness owed to (including obligations in respect of letters of credit for the benefit of) any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to Crown Holdings or any of its Subsidiaries, pursuant to reimbursement or indemnification obligations to such Person;

(xix) Indebtedness of Crown Holdings or its Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade-related letters of credit, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(xx) Indebtedness arising from agreements of Crown Holdings or any of its Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition or the disposition of any business, assets or a Subsidiary, other than, in the case of a disposition, Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(xxi) obligations in respect of performance and surety bonds and completion guarantees provided by Crown Holdings and its Subsidiaries in the ordinary course of business;

(xxii) Indebtedness of Crown Holdings or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(xxiii) Indebtedness of the Thai Subsidiaries incurred after the Effective Date in an aggregate principal amount not to exceed $100.0 million; provided that (w) no Default or Event of Default shall have occurred or be continuing or would result therefrom, (x) after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding

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Test Period)), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive, and (y) such Indebtedness is permitted under the First Lien Notes Indenture, the Second Lien Notes Indenture and the Third Lien Notes Indenture.

(xxiv) Indebtedness of any Euro Loan Party to any other Non-U.S. Subsidiary that is not a Loan Party incurred in the ordinary course of business consistent with past practice; provided that (x) if any such Indebtedness in excess of $50.0 million is outstanding at any time, Indebtedness representing such excess shall be subordinated to the Euro Obligations to at least the same extent as Intercompany Loans are subordinated to the Euro Obligations under the Euro Intercreditor Agreement and (y) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such Indebtedness or would result therefrom;

(xxv) Indebtedness of Non-Subsidiary Loan Parties to Loan Parties issued solely as consideration for asset sales permitted by Section 6.05(xi); and

(xxvi) other Indebtedness of Crown Holdings or any of its Subsidiaries in an aggregate principal amount not exceeding $100.0 million at any time outstanding.

The maximum amount of Indebtedness that Crown Holdings or any Subsidiary may incur pursuant to this Section 6.01 shall not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies. In addition, the maximum amount of Indebtedness that Crown Holdings or any Subsidiary may incur pursuant to Section 6.01(a)(xiv), (xv), (xvi) or (xvii) shall not be deemed exceeded solely as a result of Leverage Condition 2 no longer being satisfied after the incurrence of Indebtedness under such clauses (it being understood that the Debt Basket Amount shall be reduced to 5% for purposes of incurrences of Indebtedness thereafter).

(b) The Loan Parties will not, nor will they permit any of their Subsidiaries to, directly or indirectly, issue any preferred stock or other preferred Equity Interest which (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise prior to one year after the Term B Loan Maturity Date, (ii) is or may become redeemable or repurchasable at the option of the holder thereof, in whole or in part, prior to one year after the Term B Loan Maturity Date, or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other preferred Equity Interest described in this paragraph prior to one year after the Term B Loan Maturity Date.

SECTION 6.02. Liens. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except the following (herein collectively referred to as “Permitted Liens”):

(i) Liens in favor of the Collateral Agents under the Security Documents securing the Obligations and the Bank Related Debt;

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(ii) Liens in favor of the Collateral Agents under the Security Documents securing the First Lien Notes permitted to be incurred under Section 6.01(a)(ii); provided that the trustee under the First Lien Notes Indenture shall be bound by and execute and deliver to the Collateral Agents counterparts to each of the Intercreditor Agreements and the Sharing Agreement;

(iii) Liens in favor of the Collateral Agents under the Security Documents securing the Second Lien Notes permitted to be incurred under Section 6.01(a)(iii); provided that the trustee under the Second Lien Notes Indenture shall be bound by and execute and deliver to the Collateral Agents counterparts to each of the Intercreditor Agreements and the Sharing Agreement;

(iv) Liens in favor of the Collateral Agents under the Security Documents securing the Third Lien Notes permitted to be incurred under Section 6.01(a)(iv); provided that the trustee under the Third Lien Notes Indenture shall be bound by and execute and deliver to the Collateral Agents counterparts to each of the Intercreditor Agreements and the Sharing Agreement;

(v) Liens in favor of the Collateral Agents under the Security Documents securing Indebtedness described under clause (ii), (iii) or (iv) of the definition of “Refinancing Plan Indebtedness” permitted to be incurred under Section 6.01(a)(vi); provided that if such Indebtedness is Additional First Lien Notes, Additional Second Lien Notes and/or Additional Third Lien Notes, such Indebtedness constitutes “First Priority Indebtedness,” “Second Priority Indebtedness” or “Third Priority Indebtedness”, as applicable, under the Intercreditor Agreements and the Sharing Agreement and the trustee or agent representing such Additional First Lien Notes, Additional Second Lien Notes and/or Additional Third Lien Notes shall be bound by and execute and deliver to the Collateral Agents counterparts to each of the Intercreditor Agreements and the Sharing Agreement;

(vi) Liens on assets acquired after the Effective Date existing at the time of acquisition thereof by any Loan Party; provided that such Liens were not incurred in connection with, or in contemplation of, such acquisition and do not extend to any assets of such Loan Party other than the specific assets so acquired;

(vii) Liens to secure the performance of statutory obligations, surety or appeal bonds or performance bonds, guarantees, landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s, attorney’s or other like liens, in any case incurred in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings promptly instituted

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and diligently conducted; provided that (A) a reserve or other appropriate provision, if any, as is required by GAAP shall have been made therefor, (B) if such Lien is on Collateral, the Contested Collateral Lien Conditions shall at all times be satisfied and (C) such Liens relating to statutory obligations, surety or appeal bonds or performance bonds shall only extend to or cover cash and Permitted Investments;

(viii) Liens existing on the Effective Date and listed on Schedule 6.02(viii);

(ix) Liens for taxes, assessments or governmental charges or claims or other like statutory Liens, in any case incurred in the ordinary course of business, that do not secure Indebtedness for borrowed money and (A) that are not yet delinquent or (B) that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that (1) any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor and (2) if such Lien is on Collateral, the Contested Collateral Lien Conditions shall at all times be satisfied;

(x) Liens on Italian Assets to secure Indebtedness permitted to be incurred under Section 6.01(a)(ix);

(xi) Liens to secure Indebtedness (including Capital Lease Obligations) of the type described in Sections 6.01(a)(xiv) and (xvi) hereof covering only the assets acquired, constructed or improved with such Indebtedness;

(xii) Liens on the assets that are the subject of a sale and leaseback transaction permitted by Section 6.06 securing Attributable Debt incurred under Section 6.01(a)(xvii);

(xiii) Liens on the assets of a Non-Subsidiary Loan Party so long as such assets are not otherwise Collateral which Liens secure such Non-Subsidiary Loan Party’s obligations under Indebtedness incurred pursuant to Section 6.01(a)(x);

(xiv) Liens securing Indebtedness incurred to refinance Indebtedness secured by the Liens of the type described in clauses (vi), (viii), (x), (xii) and (xiii) of this definition; provided that any such Lien shall not extend to or cover any assets, or class of assets in respect of inventory and receivables, not securing the Indebtedness so refinanced;

(xv) Liens (A) in the form of zoning restrictions, easements, licenses, reservations, covenants, conditions or other restrictions on the use of real property or other minor irregularities in title (including leasehold title) that do not (1) secure Indebtedness or (2) individually or in the aggregate materially impair the value or marketability of the real property affected thereby or the occupation, use and enjoyment in the

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ordinary course of business of the Loan Parties and their Subsidiaries at such real property and (B) with respect to leasehold interests in real property, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of such leased property encumbering the landlord’s or owner’s interest in such leased property;

(xvi) Liens in the form of pledges or deposits securing bids, tenders, contracts (other than contracts for the payment of money) or leases to which any Loan Party or any Subsidiary is a party, in each case, made in the ordinary course of business for amounts (A) not yet due and payable or (B) being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that (1) a reserve or other appropriate provision, if any, as is required by GAAP shall have been made therefor, (2) if such Lien is on Collateral, the Contested Collateral Lien Conditions shall at all times be satisfied and (3) such Liens shall in no event encumber any Collateral other than cash and Permitted Investments;

(xvii) Liens resulting from operation of law with respect to any judgments, awards or orders to the extent that such judgments, awards or orders do not cause or constitute a Default under this Agreement; provided that any such Liens in an amount in excess of $50.0 million on Mortgaged Property shall be paid, discharged, bonded or stayed prior to the sale or forfeiture of any portion of such Collateral on account of such Liens;

(xviii) Liens in the form of licenses, leases or subleases granted or created by any Loan Party or any Subsidiary, which licenses, leases or subleases (A) do not interfere, individually or in the aggregate, in any material respect with the business of the Loan Parties and their Subsidiaries or individually or in the aggregate materially impair the use (for its intended purpose) or the value of the property subject thereto; provided that (x) to the extent such licenses, leases or subleases relate to Mortgaged Property located in the U.S. in existence as of the Effective Date, such Subsidiary shall use its commercially reasonable efforts to as soon as practicable cause such licenses, leases or subleases to be subordinate to the Lien granted and evidenced by the U.S. Security Documents in accordance with the provisions thereof; and (y) to the extent relating to the U.S. Collateral or entered into by a U.S. Subsidiary and entered into after the Effective Date, such licenses, leases or subleases shall be subordinate to the Lien granted and evidenced by the U.S. Security Documents in accordance with the provisions thereof; provided, further, that any such Lien shall not extend to or cover any assets of any Loan Party or any Subsidiary that is not the subject of any such license, lease or sublease;

(xix) Liens on fixtures or personal property held by or granted to landlords pursuant to leases to the extent that such Liens are not yet due and payable; provided

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that (i) with respect to any such Liens relating to the U.S. Collateral or entered into by a U.S. Subsidiary and in existence on the Effective Date, the applicable Loan Party or any applicable Subsidiary has used its commercially reasonable efforts to obtain a landlord lien waiver reasonably satisfactory to the U.S. Collateral Agent and (ii) with respect to any leases relating to the U.S. Collateral or entered into by a U.S. Subsidiary and entered into after the Effective Date, the applicable Loan Party or any applicable Subsidiary shall use its commercially reasonable efforts to (x) enter into a lease that does not grant a Lien on fixtures or personal property in favor of the landlord thereunder or (y) obtain a landlord lien waiver reasonably satisfactory to the U.S. Collateral Agent;

(xx) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

(xxi) Liens in respect of Receivables Assets that are the subject of Permitted Receivables or Factoring Financings; and

(xxii) Liens on Thai Assets to secure Indebtedness permitted to be incurred under Section 6.01(a)(xxii);

(xxiii) Liens in favor of the Collateral Agents under the Security Documents securing Indebtedness permitted by Section 6.01(a)(xvi); provided that if such Indebtedness is Additional First Lien Notes, Additional Second Lien Notes and/or Additional Third Lien Notes, such Indebtedness constitutes “First Priority Indebtedness,” “Second Priority Indebtedness” or “Third Priority Indebtedness”, as applicable, under the Intercreditor Agreements and the Sharing Agreement and the trustee or agent representing such Additional First Lien Notes, Additional Second Lien Notes and/or Additional Third Lien Notes shall be bound by and execute and deliver to the Collateral Agents counterparts to each of the Intercreditor Agreements and the Sharing Agreement; and

(xxiv) additional Liens so long as, without duplication, the value of the property subject to such Liens at the time such Lien is incurred and the Indebtedness (including any refinancings of such Indebtedness) and other obligations secured thereby do not exceed $50.0 million in the aggregate at any time;

provided, however, that (A) no Liens (other than pursuant to the Loan Documents) shall be permitted to exist, directly or indirectly, on any Pledged Securities and (B) no such Liens (other than Liens under clauses (i), (ii), (iii), (iv), (v), (vi), (viii), (ix), (xv), (xvi) and (xviii)) shall extend to any Principal Property or Restricted Securities.

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SECTION 6.03. Fundamental Changes. (a) The Loan Parties will not, and will not permit any of their Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any Wholly Owned Subsidiary of the U.S. Borrower may merge into the U.S. Borrower in a transaction in which the U.S. Borrower is the surviving corporation, (ii) any Wholly Owned Subsidiary of the Euro Borrower may merge into the Euro Borrower in a transaction in which the Euro Borrower is the surviving corporation, (iii) any Wholly Owned Subsidiary (or any Subsidiary if in connection with a Permitted Acquisition) of the U.S. Borrower may merge with or into any Subsidiary of the U.S. Borrower in a transaction in which the surviving entity is a Wholly Owned Subsidiary of the U.S. Borrower and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party; (iv) any Wholly Owned Subsidiary (or any Subsidiary if in connection with a Permitted Acquisition) of the Euro Borrower may merge with or into any Subsidiary of the Euro Borrower in a transaction in which the surviving entity is a Wholly Owned Subsidiary of the Euro Borrower and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party; and (v) the Loan Parties and their Subsidiaries may engage in Permitted Parent Guarantor Transactions and Permitted Cross Chain Transactions; provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the U.S. Collateral Agent or the U.K. Administrative Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the U.S. Collateral Agent or the Euro Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable.

(b) Notwithstanding the foregoing, any Subsidiary of the U.S. Borrower or the Euro Borrower may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower or the Euro Borrower or any Subsidiary Loan Party (provided that, in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agents to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agents pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable), and any Subsidiary which is not a Subsidiary Loan Party may dispose of assets to any other Subsidiary which is not a Subsidiary Loan Party.

(c) The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, engage in any business other than businesses of the type conducted by Crown Holdings and its Subsidiaries on the Effective Date and businesses reasonably related thereto.

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SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger) any Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (each of the foregoing, an “Investment” and collectively, “Investments”), except:

(i) Permitted Investments;

(ii) Investments existing on the Effective Date and set forth on Schedule 6.04;

(iii) Investments (x) by or among the Parent Guarantors, the Borrowers and the Subsidiary Loan Parties in Subsidiary Loan Parties and by the Parent Guarantors in the Borrowers; provided that any such Investment (other than intercompany Indebtedness held by a Non-U.S. Subsidiary which shall be pledged only if and to the extent required by this Agreement) held by a Loan Party shall be pledged pursuant to the applicable Security Document or (y) by a Subsidiary Loan Party in a Parent Guarantor or a Borrower in the form of intercompany indebtedness only, provided that such investment shall be pledged pursuant to the applicable Security Document if and to the extent required by this Agreement;

(iv) Investments by (A) the Loan Parties in Non-Subsidiary Loan Parties and (B) Non-Subsidiary Loan Parties in other Non-Subsidiary Loan Parties; provided that such Investments are made in the ordinary course of business; provided, further that in the case of clause (A) the aggregate amount of all such Investments shall not exceed $150.0 million; provided that such amount shall be increased to $200.0 million if and for so long as Leverage Condition 3 is satisfied;

(v) Investments constituting Indebtedness permitted by Section 6.01(a)(xi), (xii), (xiii) or (xxiv);

(vi) Guarantees of Indebtedness permitted by Section 6.01(a)(i), (ii), (iii), (iv), (vi), (xiii), (xiv), (xvi), (xvii), (xviii), (xix), (xx), (xxi), (xxii), (xxiii) or (xxvi) and Guarantees pursuant to the Standard Securitization Undertakings;

(vii) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

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(viii) loans and advances to employees of Crown Holdings or its Subsidiaries in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses);

(ix) Investments to the extent that the consideration paid by Crown Holdings and its Subsidiaries is common stock of Crown Holdings;

(x) Investments representing consideration (including by way of capital contribution) for asset sales and dispositions permitted by Section 6.05;

(xi) Permitted Acquisitions; and

(xii) other loans, advances and Investments (including, without limitation, in joint ventures) not in excess of $130.0 million at any time outstanding prior to satisfaction of Leverage Condition 3 and $150.0 million thereafter (without giving effect to write-downs, but after giving effect to loans, advances or Investments returned in cash).

SECTION 6.05. Asset Sales. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will Crown Holdings permit any Subsidiary to, directly or indirectly, issue any additional Equity Interest in such Subsidiary, except:

(i) sales of inventory or obsolete, damaged, excess or worn out equipment and other property no longer used or useful, in each case, in the ordinary course of business;

(ii) (a) sales or transfers set forth on Schedule 6.05(ii) and (b) sales, transfers and dispositions and issuances to the Borrowers or any Subsidiary Loan Party, including Permitted Cross Chain Transactions; provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the U.S. Collateral Agent or the U.K. Administrative Agent, as applicable, to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the U.S. Collateral Agent or the Euro Collateral Agent, as applicable, pursuant to the Security Documents (including, without limitation, all items required by clause (c) of the definition of Permitted Cross Chain Transactions) and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable;

(iii) sales of Permitted Investments;

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(iv) sales, transfers and other dispositions (including by way of capital contribution) of Receivables Assets pursuant to any Permitted Receivables or Factoring Financing;

(v) the lease or sublease of Real Property in the ordinary course of business not constituting a sale and leaseback transaction;

(vi) any sale, transfer or disposition of any (a) business or controlling or majority equity interest in any Person engaged in a line of business, (b) Minority Interest or (c) property or assets and, in each such case, the replacement thereof with a similar business, Equity Interest, Minority Equity Interest or property or assets, as applicable, used or useful in a line of business in which Crown Holdings or any of its Subsidiaries is engaged or which are complementary, reasonably related, ancillary or useful to such line of business in which Crown Holdings or any of its Subsidiaries is then engaged, the aggregate fair market value of which (calculated, in each case, as of the date of such sale, transfer or disposition) shall not exceed $50.0 million since the Effective Date;

(vii) sales or transfers of Crown Holdings’ Equity Interest in Constar International Inc. held as of the Effective Date; provided that the Net Proceeds thereof are applied as required by Section 2.05(d)(iii);

(viii) sales or transfers identified in Schedule 6.05(viii); provided that the Net Proceeds thereof are applied as required by Section 2.05(d)(ii);

(ix) (a) sales, transfers and dispositions set forth on Schedule 6.05(ix) and (b) sales, transfers and dispositions of assets not otherwise permitted under this Section; provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (ix) shall not, in the aggregate, exceed 10% of Consolidated Tangible Assets as set forth in the financial statements most recently delivered by Crown Holdings pursuant to Section 5.01(a) or (b); provided that after giving effect to such sale, transfer or disposition (and any other sale, transfer or disposition consummated since the last day of the immediately preceding Test Period) on a pro forma basis as if it was incurred on the first day of the immediately preceding Test Period (but tested as if the applicable ratio were the ratio for the next succeeding Test Period), the Loan Parties would be in compliance with Sections 6.12 through 6.14, inclusive); provided, however, that the Net Proceeds thereof are applied as required by Section 2.05(d)(ii);

(x) any Investments otherwise permitted by Section 6.04 and any Restricted Payments permitted by Section 6.08;

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(xi) sales, transfers and dispositions by a Euro Loan Party of the Equity Interests of any Non-Subsidiary Loan Party held directly by such Euro Loan Party to another Non-Subsidiary Loan Party in exchange for Indebtedness (in a principal amount no less than the fair market value of such Equity Interests) of such Non-Subsidiary Loan Party to which such sale, transfer or disposition is made or cancellation of Indebtedness owed by such Euro Loan Party to such Non-Subsidiary Loan Party; provided that such Indebtedness is evidenced by an intercompany note and the Euro Collateral Agent has a perfected security interest in such intercompany note which has either (x) in the event the issue is determined by the law of a jurisdiction in which Equity Interests have previously been pledged, a priority at least equal to the priority of such pledge or (y) in any other instance, a priority, if any, to the maximum extent permitted by law; and

(xii) Permitted Parent Guarantor Transactions;

provided that all sales, transfers, leases and other dispositions permitted hereby shall be made for (x) fair value and (y) at least 75% cash consideration (other than (A) in the case of clauses (x) and (y), sales, transfers and dispositions permitted by Section 6.05(ii), (v), or (vii) and (B) in the case of clause (y), sales, transfers and dispositions permitted by Section 6.05(vi) and (xi)).

SECTION 6.06. Sale and Leaseback Transactions. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for sale and leaseback transactions permitted by Section 6.05(ix) for assets having a fair market value in the aggregate not to exceed 5% of Consolidated Tangible Assets as set forth in the financial statements most recently delivered by Crown Holdings pursuant to Section 5.01(a) or (b).

SECTION 6.07. Sale or Discount of Receivables. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, sell, with or without recourse, or discount (other than in connection with trade discounts in the ordinary course of business consistent with past practice) or otherwise sell or transfer for less than the face value thereof, notes or accounts receivable, other than in connection with a Permitted Receivables or Factoring Financing.

SECTION 6.08. Restricted Payments. The Loan Parties will not, and will not permit any of their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(i) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests and repurchase their Equity Interests ratably;

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(ii) Crown Holdings may make dividends consisting solely of shares of its common stock;

(iii) the purchase of the Equity Interests of the Non-U.S. Subsidiary listed on Schedule 6.08 in connection with the Minority Acquisition and other purchases of Equity Interests of non-Wholly Owned Subsidiaries as permitted by Section 6.04(xii);

(iv) Crown Holdings may make Restricted Payments; provided that the aggregate sum of any such Restricted Payments made pursuant to this clause (iv) from and after the Effective Date shall not exceed the sum of (x) 50% of the Consolidated Net Income of Crown Holdings for the period (taken as one accounting period) from July 1, 2004 to the end of Crown Holdings’ most recently ended Fiscal Quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus (y) 100% of the aggregate net cash proceeds received by Crown Holdings from the issuance and sale of its Equity Interests after the Effective Date (other than Equity Interests that are not permitted to be issued under Section 6.01(b)); and

(v) the purchase, redemption or other acquisition or retirement for value of any Equity Interests of Crown Holdings held (x) by employees or directors of Crown Holdings or any of its Subsidiaries pursuant to any management equity subscription agreement, stock option agreement or similar agreement or (y) for matching contributions to otherwise meet the needs of its employee stock purchase, deferred compensation, 401(k) and other employee benefit plans in the ordinary course of business; provided that the aggregate price paid (net of employee contributions) for all such purchased, redeemed, acquired or retired Equity Interests shall not exceed the sum of $10.0 million in any Fiscal Year.

SECTION 6.09. Transactions with Affiliates. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except:

(i) (A) transactions that are at prices and on terms and conditions not less favorable to the applicable Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (B) in the event that such transaction involves aggregate payments or transfers of property or services with a fair market value in excess of $10.0 million, the terms of such transaction shall be approved by a majority of Crown Holdings’ board of directors (including a majority of the disinterested

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members thereof), the approval of which is evidenced by a board resolution stating that the board of directors has determined that such transaction complies with these provisions, and (C) except with respect to transactions between or among Crown Holdings or any Subsidiar(ies), in the event that such transaction involves aggregate payments or transfers of property or services with a fair market value in excess of $50.0 million, Crown Holdings shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction to the relevant Loan Party (if any) from a financial point of view from an independent financial advisor and provide the same to the Administrative Agent;

(ii) transactions between or among the Loan Parties not involving any other Affiliate and transactions among Subsidiaries not involving any Loan Party;

(iii) reasonable fees, compensation, benefits and incentive arrangements paid or provided to, and any indemnity provided on behalf of, officers, directors or employees of Crown Holdings or any Subsidiary as determined in good faith by Crown Holdings’ board of directors;

(iv) any Restricted Payment permitted by Section 6.08;

(v) loans and advances to employees of the Borrowers or any Subsidiary permitted by Section 6.04(viii);

(vi) any agreement as in effect as of the Effective Date and set forth on Schedule 6.09(vi) or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not materially more disadvantageous to the Lenders, taken as a whole, than the original agreement as in effect on the Effective Date;

(vii) any Permitted Receivables or Factoring Financings;

(viii) sales or issuances of common stock or Equity Rights in respect of common stock of Crown Holdings;

(ix) any Permitted Cross Chain Transaction and any Permitted Parent Guarantor Transaction;

(x) any transaction undertaken pursuant to the Constar Agreements, including any amendment thereto or replacement thereof so long as any such amendment or replacement agreement is not materially more disadvantageous to the Lenders, taken as a whole, than the original Constar Agreements so amended or replaced; and

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(xi) transfers by a Loan Party to an SLB Subsidiary in connection with a transaction permitted by Section 6.06.

SECTION 6.10. Restrictive Agreements. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Crown Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary (i) to pay dividends or other distributions with respect to any of its Equity Interests or (ii) to make or repay loans or advances to Crown Holdings or any other Subsidiary or to Guarantee Indebtedness of Crown Holdings or any other Subsidiary or (iii) to transfer property to Crown Holdings or any of its Subsidiaries; provided that the foregoing shall not apply to:

(i) conditions imposed by law or by any Loan Document;

(ii) restrictions and conditions imposed by the Second Lien Notes Indenture and the Third Lien Notes Indenture as in effect on February 26, 2003 and restrictions and conditions imposed by the First Lien Notes Indenture as in effect on the Effective Date;

(iii) restrictions and conditions imposed by any Refinancing Plan Indebtedness; provided that the encumbrances and restrictions contained in such Indebtedness are no more restrictive in any material respect, taken as a whole, than those contained in the First Lien Notes Indenture (as in effect on the Effective Date), with respect to Additional First Lien Notes, the Second Lien Notes Indenture (as in effect on February 26, 2003), with respect to Additional Second Lien Notes, or in the Third Lien Notes Indenture, for any other Refinancing Plan Indebtedness (as in effect on February 26, 2003);

(iv) with respect to clause (b)(iii) only, assets encumbered by Permitted Liens as long as such restriction applies only to the asset encumbered by such Permitted Lien;

(v) restrictions and conditions existing on the Effective Date not otherwise excepted from this Section 6.10 identified on Schedule 6.10 and refinancings thereof with restrictions and conditions no more restrictive, in any material respect, taken as a whole, than those in such Indebtedness on the Effective Date;

(vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or the assets of a Subsidiary) pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder;

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(vii) with respect to clause (a) only, customary provisions in leases and other contracts restricting the assignment thereof;

(viii) restrictions and conditions contained in any Permitted Receivables or Factoring Financings and relating to any Receivables Subsidiary or Factoring Subsidiary; and

(ix) restrictions contained in Indebtedness of Non-Subsidiary Loan Parties incurred pursuant to Section 6.01(a)(ix), (a)(x) or (a)(xxiii), permitted to be incurred under Section 6.01(a)(xv) that relate only to the Subsidiary that is the obligor under such Indebtedness or permitted by Section 6.01(a)(xvii); provided that the board of directors of the Euro Borrower shall have determined in good faith (as evidenced by a resolution of the board of directors of the Euro Borrower) at the time that such encumbrance or restriction is created that such encumbrance or restriction, as the case may be, will not impair the ability of any Borrower to make payments of interest on the Loans or make payments in respect of its Reimbursement Obligations, in each case as and when due.

SECTION 6.11. Amendments or Waivers of Certain Documents; Prepayments of Indebtedness. (a) The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, amend or otherwise change (or waive) the terms of its Organic Documents, the First Lien Notes, the First Lien Notes Indenture, the Second Lien Notes, the Second Lien Notes Indenture, the Third Lien Notes, the Third Lien Notes Indenture, the documents governing any other Refinancing Plan Indebtedness, the documents governing any Existing Unsecured Debt, the documents governing any Permitted Receivables or Factoring Financing and Existing Non-U.S. Facilities or the documents governing any other Indebtedness outstanding as of the Effective Date or any refinancing thereof, in each case, if the effect of such amendment, change or waiver would be to (i) cause all or any portion of the principal amount of any Indebtedness under such document to be payable, or to cause any redemption of any Equity Interest under such document, earlier than scheduled at the Effective Date, except to the extent such prepayment or redemption would be permitted by Section 6.11(b) or (c) below without giving effect to such amendment, modification or waiver, (ii) increase the interest rate payable on such Indebtedness or increase the rate of dividends payable on such Equity Interest, or (iii) make the covenants, redemption provisions, mandatory prepayment provisions or events of default contained in such document more burdensome in any material respect to the Loan Parties, taken as a whole; provided, that the entering into of any refinancing or extension otherwise permitted under this Agreement shall not be prohibited by this Section 6.11(a).

(b) The Loan Parties will not, and will not permit any of their Subsidiaries to, make (or give any notice or offer in respect of) any voluntary or optional payment or mandatory prepayment or redemption or acquisition for value of (including, without limitation, by

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way of depositing with any trustee with respect thereto money or securities before such Indebtedness is due for the purpose of paying such Indebtedness when due) or exchange of principal of any Non-Priority Debt (other than Indebtedness with respect to Permitted Receivables or Factoring Financings or sale and leaseback transactions permitted by this Agreement) unless, after giving effect thereto, there is at least $350.0 million of Available Liquidity; provided that this provision shall not prohibit Crown Holdings from exchanging its Indebtedness for shares of its common stock or other Refinancing Plan Indebtedness to the extent permitted to be incurred under Section 6.01(a)(vi).

(c) The Loan Parties will not permit any Intercompany Borrower to repay or prepay or forgive any principal of any Intercompany Loan set forth on Schedules 4.01(k)-1 and -2 prior to the Term B Loan Maturity Date. The Loan Parties will not permit Crown Cork & Seal Finance plc to prepay its intercompany loan to CROWN Polyflex SAS or CROWN Astra SAS unless, substantially simultaneously therewith, the Euro Borrower makes a payment of principal or interest on its Indebtedness in an equivalent amount.

SECTION 6.12. Total Leverage Ratio. Each Loan Party will not permit or suffer to exist the Total Leverage Ratio for any Test Period set forth below to exceed the ratio set forth opposite such period:

Test Period	Ratio
September 30, 2004	5.75 to 1.00
December 31, 2004	5.75 to 1.00
March 31, 2005	5.75 to 1.00
June 30, 2005	5.75 to 1.00
September 30, 2005	5.75 to 1.00
December 31, 2005	5.25 to 1.00
March 31, 2006	5.25 to 1.00
June 30, 2006	5.25 to 1.00
September 30, 2006	5.25 to 1.00
December 31, 2006	4.75 to 1.00
March 31, 2007	4.75 to 1.00
June 30, 2007	4.75 to 1.00
September 30, 2007	4.75 to 1.00
December 31, 2007	4.25 to 1.00
March 31, 2008	4.25 to 1.00
June 30, 2008	4.25 to 1.00
September 30, 2008	4.25 to 1.00
December 31, 2008 and thereafter	3.75 to 1.00

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SECTION 6.13. First Lien Leverage Ratio. Each Loan Party will not permit or suffer to exist the First Lien Leverage Ratio for any Test Period to exceed 3.0 to 1.0 if and for so long as the Indebtedness under this Agreement is rated Ba2 or better by Moody’s and BB or better by S&P; provided that in all other cases, the First Lien Leverage Ratio for any Test Period shall not exceed 2.0 to 1.0.

SECTION 6.14. Fixed Charge Coverage Ratio. Each Loan Party will not permit or suffer to exist the Consolidated Fixed Charge Coverage Ratio for any Test Period set forth below to be less than the ratio set forth opposite such period:

Test Period	Ratio
September 30, 2004	1.20 to 1.00
December 31, 2004	1.20 to 1.00
March 31, 2005	1.20 to 1.00
June 30, 2005	1.20 to 1.00
September 30, 2005	1.20 to 1.00
December 31, 2005	1.35 to 1.00
March 31, 2006	1.35 to 1.00
June 30, 2006	1.35 to 1.00
September 30, 2006	1.35 to 1.00
December 31, 2006	1.45 to 1.00
March 31, 2007	1.45 to 1.00
June 30, 2007	1.45 to 1.00
September 30, 2007	1.45 to 1.00
December 31, 2007	1.45 to 1.00
March 31, 2008	1.45 to 1.00
June 30, 2008	1.45 to 1.00
September 30, 2008	1.45 to 1.00
December 31, 2008	1.50 to 1.00
March 31, 2009	1.50 to 1.00
June 30, 2009	1.50 to 1.00
September 30, 2009	1.50 to 1.00
December 31, 2009 and thereafter	1.60 to 1.00

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SECTION 6.15. Limitation on Activities of Parent Guarantors, Crown Développement SAS and Euro Borrower. Notwithstanding anything to the contrary set forth herein, each Parent Guarantor, Crown Développement and the Euro Borrower shall not conduct any business or hold or acquire any assets (other than immaterial equipment, other intellectual property and other immaterial assets) (other than holding Intercompany Loans and (i) in the case of a Parent Guarantor, the Equity Interests of the Borrowers or another Parent Guarantor, (ii) in the case of Crown Développement, the Equity Interests of the Euro Borrower, (iii) in the case of the Euro Borrower, the Equity Interests of its Subsidiaries, (iv) cash sufficient to pay amounts owing under its Indebtedness permitted to be incurred hereunder and to pay its ordinary course operating expenses) and shall have no operations other than holding such Equity Interests and, in the case of Crown Holdings and the Euro Borrower, holding company activities (including, without limitation, administering employee benefit plans and other holding company activities) reasonably related to being a publicly listed company or having publicly traded securities and (v) in the case of CCSC, activities engaged in as of the Effective Date; provided that Permitted Parent Guarantor Transactions shall be permitted under this Section 6.15.

SECTION 6.16. Anti-Terrorism Law. The Loan Parties shall not (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 3.23 above, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.18).

SECTION 6.17. Principal Property. None of the Parent Guarantors, the U.S. Borrower and the Euro Borrower shall, nor shall they permit any First Tier Subsidiary to, own any Principal Property.

SECTION 6.18. Embargoed Person. At all times throughout the term of the Loans, (a) none of the funds or assets of the Loan Parties that are used to repay the Loans shall constitute property of, or shall be beneficially owned directly or, to the knowledge of

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any Loan Party, indirectly by, any Person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” (the “SDN List”) maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to the knowledge of any Loan Party, as of the date thereof, based upon reasonable inquiry by such Loan Party, on any other similar list (“Other List”) maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in the Loan Parties (whether directly or indirectly), is prohibited by law, or the Loans made by the Lenders would be in violation of law, or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders (collectively, “Executive Orders”), and (b) no Embargoed Person shall have any direct interest, and to the knowledge of any Loan Party, as of the Effective Date, based upon reasonable inquiry by any Loan Party, indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly), is prohibited by law or the Loans are in violation of law.

SECTION 6.19. Anti-Money Laundering. At all times throughout the term of the Loans, to the knowledge of any Loan Party, as of the Effective Date, based upon reasonable inquiry by such Loan Party, none of the funds of such Loan Party, that are used to repay the Loans shall be derived from any unlawful activity, with the result that the investment in the Loan Parties (whether directly or indirectly), is prohibited by law or the Loans would be in violation of law.

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01. Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default,” if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination,” if no Loans, LC Disbursements or Letters of Credit are outstanding:

(a) Any Borrower shall default or fail (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any Reimbursement Obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or other amount that by its terms is due and payable hereunder or under any Loan Document or of any previously invoiced amount (other than an amount described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three Business Days).

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(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of any Loan Party to the Administrative Agent, the U.K. Administrative Agent, any Collateral Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.

(c) Any Loan Party shall default in the due performance and observance of any of its obligations under clause (i), (j) or (n) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of any Parent Guarantor’s or any Borrower’s corporate existence) or Article VI.

(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date of such default.

(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or is to enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.

(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50.0 million individually or in the aggregate shall be rendered against any Loan Party or any of its Subsidiaries (or any combination thereof) and

(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;

(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or

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(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of Crown Holdings.

(g) Any of the following events shall occur with respect to any Pension Plan:

(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $2.0 million; or

(ii) an ERISA Event or noncompliance with respect to Non-U.S. Plans shall have occurred that gives rise to a Lien or, when taken together with all other ERISA Events and noncompliance with respect to Non-U.S. Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.

(h) Any Change in Control shall occur.

(i) Any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiary) shall:

(i) become insolvent or generally fail to pay debts as they become due;

(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, administrator, sequestrator or other custodian for such Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;

(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, administrator, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Loan Party and each such Subsidiary hereby expressly authorize the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;

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(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, administration, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary, and, if any such case or proceeding is not commenced by any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by any Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that each Loan Party and each such Subsidiary hereby expressly authorize the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or

(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.

(j) The obligations of any Guarantor under Article IX or the obligations of the U.S. Borrower or any other Subsidiary Loan Party under the Guarantee Agreements shall cease to be in full force and effect or any Guarantor or the U.S. Borrower or any such other Subsidiary Loan Party shall repudiate its obligations thereunder.

(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral individually or in the aggregate having a fair market value in excess of $20.0 million, with the priority required by the Intercreditor Agreements, except as a result of (i) the Collateral Agents’ failure to take any action reasonably requested by any Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agents to release any Lien on any Collateral in accordance with the terms of this Agreement and the Intercreditor Agreements.

(l) The occurrence of any Triggering Event under the Sharing Agreement.

SECTION 7.02. Action if Bankruptcy. If any Event of Default described in clauses (i) through (v) of Section 7.01(i) shall occur with respect to any Parent Guarantor or any Borrower, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other Obligations shall automatically be and become immediately due and payable, without notice or demand, all of which are hereby waived by the Borrowers; provided that (i) if such Event of Default relates

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to one or more U.S. Loan Parties only, the Requisite Euro Lenders may rescind such acceleration as it applies to the Revolving Euro Loans and any New Term Euro Loans and waive (either conditionally or unconditionally, temporarily or otherwise) such Event of Default as it applies to the Revolving Euro Loans and any New Term Euro Loans only and (ii) if such Event of Default relates to one or more Euro Loan Parties only, the Requisite Dollar Lenders may rescind such acceleration as it applies to the Term B Dollar Loans, any New Term Dollar Loans and the Revolving Dollar Loans and waive (either conditionally or unconditionally, temporarily or otherwise) such Event of Default as it applies to the Term B Dollar Loans, any New Term Dollar Loans and the Revolving Dollar Loans.

SECTION 7.03. Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 7.01(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Requisite Lenders, shall by written notice to the Borrowers and each Lender declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate.

SECTION 7.04. Action Relating to U.S. Borrower or Euro Borrower Only. Notwithstanding Section 7.03, if an Event of Default specified in (i) Section 7.01(a) shall occur with respect to only the U.S. Borrower or the Euro Borrower or any Subsidiary Borrower for any reason or (ii) Section 7.01(i) with respect to a U.S. Loan Party (other than the U.S. Borrower) or Euro Loan Party (other than the Euro Borrower or any Subsidiary Borrower) only, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of (A) the Requisite Dollar Lenders, in the case of such Event of Default relating to the U.S. Borrower or a U.S. Loan Party, and (B) the Requisite Euro Lenders, in the case of such Event of Default relating to the Euro Borrower or any Subsidiary Loan Party or a Euro Loan Party, shall by written notice to such Borrower and each Lender declare all or any portion of the outstanding principal amount of the Revolving Dollar Loans, the Term B Dollar Loans and any New Term Dollar Loans, in the case of (A), and the Revolving Euro Loans and any New Term Euro Loans, in the case of (B), and other Obligations with respect thereto to be due and payable and/or the Revolving Dollar Credit Commitments and Revolving LC Commitments, in the case of (A), and the Revolving Euro Commitments, in the case of (B) (if not theretofore terminated), to be terminated (a “U.S. Acceleration” and a “Euro Acceleration,” respectively), whereupon the full unpaid amount of such Loans and other Obligations with respect thereto which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, such applicable Commitments shall terminate. After any such U.S. Acceleration and prior to any rescission of such U.S. Acceleration, the Requisite Euro Lenders may direct the Administrative

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Agent to declare all or any portion of the outstanding principal amount of the Revolving Euro Loans and any New Term Euro Loans and other Obligations with respect thereto to be due and payable and/or the Revolving Euro Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations with respect thereto which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, such Commitments shall terminate. After any such Euro Acceleration and prior to any rescission of such Euro Acceleration, the Requisite Dollar Lenders may direct the Administrative Agent to declare all or any portion of the outstanding principal amount of the Revolving Dollar Loans, the Term B Dollar Loans and any New Term Dollar Loans and other Obligations with respect thereto to be due and payable and/or the Revolving Dollar Credit Commitments and the Revolving LC Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations with respect thereto which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, such Commitments shall terminate.

SECTION 7.05. Action if Event of Termination. (a) If any Event of Termination (other than any Event of Termination described in clauses (i) through (v) of Section 7.01(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Requisite Lenders, shall by written notice to the Borrowers and each Lender declare the Commitments (if not theretofore terminated) to be terminated, whereupon without further notice, demand or presentment, the Commitments shall terminate.

(b) Notwithstanding Section 7.05(a), if an Event of Termination specified in (i) Section 7.01(a) shall occur with respect to only the U.S. Borrower or the Euro Borrower or any Subsidiary Borrower for any reason or (ii) Section 7.01(i) shall occur with respect to a U.S. Loan Party (other than the U.S. Borrower) or Euro Loan Party (other than the Euro Borrower or any Subsidiary Borrower) only, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of (A) the Requisite Dollar Lenders, in the case of such Event of Termination relating to the U.S. Borrower or a U.S. Loan Party, and (B) the Requisite Euro Lenders, in the case of such Event of Termination relating to the Euro Borrower or any Subsidiary Borrower or a Euro Loan Party, shall by written notice to such Borrower and each Lender declare all the Revolving Dollar Credit Commitments and Revolving LC Commitments, in the case of (A), and the Revolving Euro Commitments, in the case of (B) (if not theretofore terminated), to be terminated (a “U.S. Termination” and a “Euro Termination,” respectively), whereupon without further notice, demand or presentment, the Revolving Euro Commitment or the Revolving Dollar Credit Commitments and the Revolving LC Commitments, as applicable, shall terminate. After any such U.S. Termination and prior to any rescission of such U.S. Termination, the Requisite Euro Lenders may direct the Administrative Agent to declare the Revolving Euro Commitments (if not theretofore terminated) to

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be terminated, whereupon without further notice, demand or presentment and/or, as the case may be, such Commitments shall terminate. After any such Euro Termination and prior to any rescission of such Euro Termination, the Requisite Dollar Lenders may direct the Administrative Agent to declare all the Revolving Dollar Credit Commitments and the Revolving LC Commitments (if not theretofore terminated) to be terminated, whereupon without further notice, demand or presentment, and/or, as the case may be, such Commitments shall terminate. Upon such termination of the Commitments, all accrued fees and expenses shall be immediately due and payable.

SECTION 7.06. Sharing Agreement. After the occurrence of a Triggering Event (as defined in the Sharing Agreement), unless such Triggering Event is waived in accordance with the terms of this Agreement and the Sharing Agreement, the Loan Parties hereby irrevocably agree to pay any and all amounts in respect of the Loans and the Obligations directly to the Sharing Agent under the Sharing Agreement (and to follow the directions given with respect thereto by the Administrative Agent).

ARTICLE VIII

THE AGENTS

SECTION 8.01. The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and the U.S. Collateral Agent on behalf of the U.S. Lenders, and Citibank International plc is hereby appointed to act as the U.K. Administrative Agent and Citicorp Trustee Company Limited is hereby appointed to act as the Euro Collateral Agent on behalf of the Revolving Euro Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent (it being understood that with respect to the Euro Collateral Agent, only to the extent expressly set forth in the Euro Intercreditor Agreement) is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans, and all payments and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to any of the Borrowers of any Default or Event of Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrowers pursuant to this Agreement as received by such Agent.

None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted by any of them except to the extent finally judicially

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determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders.

Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

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With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Crown Holdings or any Subsidiary or other Affiliate thereof as if it were not an Agent.

Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Each Lender hereby authorizes the Collateral Agents to enter into the U.S. Intercreditor Agreement and the Euro Intercreditor Agreement, the Receivables Intercreditor Agreement, the Sharing Agreement and each Security Document on behalf of such Lender and to exercise its rights and perform its obligations thereunder. Each of the Revolving Euro Lenders further agrees to supply the U.K. Administrative Agent with any information required by it in order to calculate the Mandatory Cost in accordance with Exhibit U in respect of Eurocurrency Borrowings denominated in Pounds Sterling or Euros.

Notwithstanding anything to the contrary in this Agreement, none of the Term B Arranger, Joint Lead Arrangers, the Syndication Agent, the Co-Documentation Agents or the Senior Managing Agent, in such capacities, shall have any obligations, duties or responsibilities, and shall incur no liabilities, under this Agreement or any other Loan Document.

Each of the Lenders represents to the Agents only that neither the execution and delivery of the Security Documents by the Administrative Agent and the U.K. Administrative Agent on behalf of such Lender nor the performance thereof by the Administrative Agent and the U.K. Administrative Agent on behalf of such Lender will conflict with or create a default or violation under (a) such Lender’s organizational documents, (b) any other agreement, instrument or document that such Lender is a party to or (c) any applicable law, rule, regulation, order, decree or judgment.

Each Revolving Euro Lender and any New Term Euro Lender appoints and designates the U.K. Administrative Agent as the Person holding the power of attorney (“fondé de pouvoir”) within the meaning of Article 2692 of the Civil Code of Quebec for the purposes of the hypothecary security to be granted by each of CROWN Metal Packaging Canada LP, CROWN Metal Packaging Canada Inc. and 3079939 Nova Scotia Company/3079939 Compagnie de la Nouvelle Ecosse pursuant to those deeds of hypothec in the Province of Quebec and, in such capacity, the U.K. Administrative Agent shall hold the hypothecs granted in the

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Province of Quebec for the benefit of the Revolving Euro Lenders and any New Term Euro Lenders and shall act as their agent in the exercise of the rights conferred thereunder. Each Lender further acknowledges that the first issue of 25% Collateral Demand Mortgage Debentures to be issued pursuant to the Deed of Hypothec may be purchased from the grantor of such hypothec by CROWN Metal Packaging Canada LP, CROWN Metal Packaging Canada Inc. or 3079939 Nova Scotia Company/3079939 Compagnie de la Nouvelle Ecosse by underwriting, purchase, subscription or otherwise notwithstanding the terms of Section 32 of the Act respecting the Special Power of Legal Persons (Quebec).

ARTICLE IX

GUARANTEE

SECTION 9.01. Guarantee of Each of the Parent Guarantors. In order to induce the Administrative Agent, the Issuing Bank and the Lenders to execute and deliver this Agreement and to make or maintain the Loans and to issue Letters of Credit hereunder, and in consideration thereof, each Parent Guarantor hereby, jointly and severally, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to the Agents, for the ratable benefit of the Issuing Bank and the Lenders, the prompt and complete payment and performance by each Borrower when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, and each of the Parent Guarantors further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) which may be paid or incurred by the Agents, the Issuing Bank or any Lender in enforcing any of their rights under the guarantee contained in this Article IX. The guarantee contained in this Article IX, subject to Section 9.05, shall remain in full force and effect until all Letters of Credit have terminated, the Obligations are paid in full and the Commitments are terminated.

Each Parent Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to any Agent, the Issuing Bank or any Lender on account of its liability under this Article IX, it will notify such Agent, the Issuing Bank and such Lender in writing that such payment is made under the guarantee contained in this Article IX for such purpose. No payment or payments made by any Borrower or any other Person or received or collected by any Agent, the Issuing Bank or any Lender from any Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of each Parent Guarantor under this Article IX, which, notwithstanding any such payment or payments, shall remain liable for the unpaid and outstanding Obligations until, subject to Section 9.05, the Obligations are paid in full and the Commitments are terminated.

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SECTION 9.02. Guarantee of the Euro Borrower. In order to induce the U.K. Administrative Agent and the Revolving Euro Lenders to execute and deliver this Agreement and to make or maintain the Revolving Euro Loans hereunder, and in consideration thereof, the Euro Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to the Agents, for the ratable benefit of the Revolving Euro Lenders, the prompt and complete payment and performance by each Subsidiary Borrower when due (whether at stated maturity, by acceleration or otherwise) of the Subsidiary Borrower Obligations, and the Euro Borrower further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) which may be paid or incurred by the Agents or any Revolving Euro Lender in enforcing any of their rights under the guarantee contained in this Article IX. The guarantee contained in this Article IX, subject to Section 9.05, shall remain in full force and effect until all Subsidiary Borrower Obligations are paid in full and the Commitments are terminated.

The Euro Borrower agrees that whenever, at any time, or from time to time, it shall make any payment to any Agent or any Revolving Euro Lender on account of its liability under this Article IX, it will notify such Agent or such Revolving Euro Lender in writing that such payment is made under the guarantee contained in this Article IX for such purpose. No payment or payments made by any Subsidiary Borrower or any other Person or received or collected by any Agent or any Revolving Euro Lender from any Subsidiary Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application, at any time or from time to time, in reduction of or in payment of the Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Euro Borrower under this Article IX, which, notwithstanding any such payment or payments, shall remain liable for the unpaid and outstanding Subsidiary Borrower Obligations until, subject to Section 9.05, the Subsidiary Borrower Obligations are paid in full and the Commitments are terminated.

SECTION 9.03. Amendments, etc. with Respect to the Applicable Obligations. Each Guarantor shall remain obligated under this Article IX notwithstanding that, without any reservation of rights against such Guarantor, and without notice to or further assent by such Guarantor, any demand for payment of or reduction in the principal amount of any of the applicable Obligations made by the Agents, the Issuing Bank or any Lender may be rescinded by the Agents, the Issuing Bank or such Lender, and any of the applicable Obligations continued, and the applicable Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agents, the Issuing Bank or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Lenders (or the Requisite Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the

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Agents, the Issuing Bank or any Lender for the payment of the applicable Obligations may be sold, exchanged, waived, surrendered or released. None of the Agents, the Issuing Bank nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the applicable Obligations or for the guarantee contained in this Article IX or any property subject thereto.

SECTION 9.04. Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the applicable Obligations and notice of or proof of reliance by the Agents, the Issuing Bank or any Lender upon the guarantee contained in this Article IX or acceptance of the guarantee contained in this Article IX; the applicable Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Article IX, and all dealings between each Guarantor, on the one hand, and the Agents, the Issuing Bank and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Article IX. The Agents will, to the extent permitted by applicable law, request payment of any applicable Obligation from the applicable Borrower before making any claim against the applicable Guarantor under this Article IX, but will have no further obligation to proceed against a Borrower or to defer for any period a claim against the applicable Guarantor hereunder. Except as expressly provided in the preceding sentence, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Guarantor or any Borrower with respect to the applicable Obligations. Each guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan Document, any of the applicable Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Agent, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the relevant Borrower of any applicable Obligations or the adoption of any applicable laws purporting to render any applicable Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or the applicable Borrower against the Agents, the Issuing Bank or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor or any Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for any applicable Obligations, or of any Guarantor under the guarantee contained in this Article IX, in bankruptcy or in any other instance. When any Agent, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX against any Guarantor, such Agent, the Issuing Bank or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the applicable Obligations or any right of offset with respect thereto, and any failure by any Agent, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person

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or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability under this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Issuing Bank and the Lenders against any Guarantor.

SECTION 9.05. Reinstatement. Each of the guarantees contained in this Article IX shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the applicable Obligations is rescinded or must otherwise be restored or returned by any Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any substantial part of its property, or otherwise, all as though such payments had not been made.

SECTION 9.06. Payments. Each Guarantor hereby agrees that any payments in respect of the applicable Obligations pursuant to this Article IX will be paid without setoff or counterclaim, at the option of the Issuing Bank or the relevant Lender(s), in the currency in which the applicable Loans are denominated at the office of the Applicable Agent specified in Section 10.01.

SECTION 9.07. Independent Obligations. The obligations of each Guarantor under the guarantee contained in this Article IX are independent of the obligations of each Borrower, and a separate action or actions may be brought and prosecuted against any Guarantor whether or not the relevant Borrower is joined in any such action or actions. Each Guarantor waives, to the full extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the relevant Borrower or other circumstance which operates to toll any statute of limitations as to such Borrower shall operate to toll the statute of limitations as to the relevant Guarantor.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Notices. (a) Except as set forth in Section 10.19, notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, sent by telecopy or electronic mail, as follows:

(i) if to Crown Holdings, Crown International, CCSC or the U.S. Borrower, to it at One Crown Way, Philadelphia, Pennsylvania 19154, attention: Mr. Alan W. Rutherford (telecopy: (215) 552-3715), with a copy to Dechert LLP, 4000 Bell Atlantic Towers, 1717 Arch Street, Philadelphia, Pennsylvania 19103, attention: Gary Green, Esq. (telecopy: (215) 994-2222);

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(ii) if to the Euro Borrower, to it at Le Colisee I, Rue Fructidor, 75830 Paris Cedex 17, France, attention: Mr. Howard Lomax (telecopy: 33 0 149 18 45 00), with a copy to Dechert LLP, 4000 Bell Atlantic Towers, 1717 Arch Street, Philadelphia, Pennsylvania 19103, attention: Gary Green, Esq. (telecopy: (215) 994-2222);

(iii) if to the Administrative Agent, to it at Citicorp North America, Inc., 2 Penns Way, Suite 200, New Castle, Delaware 19720, attention: Tara Wooster (telecopy: (212) 994-0961) (e-mail: tara.a.wooster@citigroup.com), with a copy to (a) William Martens (telecopy: (212) 816-5711) (e-mail: william.g.martens.III@citigroup.com), and (b) with a copy to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005, attention: Adam M. Dworkin, Esq. (telecopy: (212) 269-5420);

(iv) if to the U.K. Administrative Agent, to it at Citibank International plc, Loans Agency Office, 2nd Floor, 4 Harbour Exchange Square, London E14 9GE, attention: Ian Hayton (telecopy: +44 208 636 3824/3825) (e-mail: ian.hayton@citigroup.com), with a copy to (a) William Martens (telecopy: (212) 723-5711) (e-mail: william.g.martens.III@citigroup.com), and (b) Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005, attention: Adam M. Dworkin, Esq. (telecopy: (212) 269-5420);

(v) if to Citicorp North America, Inc., as the Issuing Bank, to it at 388 Greenwich Street, New York, New York 10013, attention: Jeffrey Stern (telecopy: (212) 816-5402) (e-mail: jeffrey.stern@citigroup.com), with a copy to (a) William Martens (telecopy: (212) 816-5711) (e-mail: william.g.martens.III@citigroup.com), and (b) Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005, attention: Adam M. Dworkin, Esq. (telecopy: (212) 269-5420); and

(vi) if to a Lender or any other Issuing Bank, to it at its address (or telecopy number) set forth in Schedule 2.01 or its Administrative Questionnaire or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or electronic mail or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance

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with this Section 10.01. Each Loan Party and Lender hereunder agrees to notify the Administrative Agent and the U.K. Administrative Agent in writing promptly of any change to the notice information provided above or in Schedule 2.01.

(b) The Loan Parties (jointly and severally to the extent legally permissible) shall forthwith on demand indemnify each Lender against any loss or liability which that Lender incurs (and that Lender shall not be liable to any Loan Party in any respect) solely as a consequence of:

(i) any Person to whom any notice or communication under or in connection with this Agreement is sent by the relevant Borrower by telecopy failing to receive that notice or communication (unless directly caused by that Person’s gross negligence or willful default); or

(ii) any telecopy communication which reasonably appears to that Lender to have been sent by the relevant Borrower having in fact been sent by a Person other than such Borrower.

SECTION 10.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders hereto and shall survive the making by the Lenders of the Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not been terminated. The provisions of Sections 2.15, 2.16, 2.17 and 10.05 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 10.03. Binding Effect. Subject to Section 4.01, this Agreement shall become effective when it shall have been executed by each Loan Party and the Administrative Agent and the U.K. Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

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SECTION 10.04. Successors and Assigns. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party (including any Affiliate of the Issuing Bank that issues any Letter of Credit). All covenants, promises and agreements by or on behalf of the Loan Parties, the Agents, or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby), Participants to the extent provided herein (including in clause (f) below) and, solely to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, however, that (i) except in the case of an assignment to a Lender or a Lender Affiliate or in connection with the initial syndication of the Commitments and Loans, the applicable Borrower must give prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender or a Lender Affiliate, the Administrative Agent (and, in the case of any assignment of a Revolving Credit Commitment or any Revolving LC Lender’s obligations in respect of its LC Exposure, the Issuing Bank) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (iii) except in the case of an assignment to a Lender or a Lender Affiliate, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Applicable Agent) shall not be less than the Dollar Equivalent of $1.0 million in the case of Revolving LC Loans and $2.0 million in the case of Revolving Loans and Term B Loans, and, in each case, increments of $1.0 million in excess thereof (or (A) if the aggregate amount of the Commitment or Loans of the assigning Lender is a lesser amount, the entire amount of such Commitment or Loans, or (B) in any other case, such lesser amount as the applicable Borrower and the Applicable Agent otherwise agree), (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (iv) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments and Loans, (v) except in the case of an assignment to a Lender Affiliate or an assignment required to be made pursuant to Section 2.20, the parties to each such assignment shall execute and deliver to the Applicable Agent an Assignment and Acceptance, together with a processing and recordation fee equal to the Dollar Equivalent of $3,500, (vi) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the U.K. Administrative Agent an Administrative Questionnaire and (vii) the Revolving Euro Lenders may only make such assignment to a Person qualified to carry out banking activities in the European Union; provided, further, that any consent of the applicable Borrower

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otherwise required under this paragraph shall not be required if a Default or an Event of Default has occurred and is continuing. Subject to acceptance and recording pursuant to paragraph (e) of this Section 10.04, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof (unless otherwise determined by the Applicable Agent), (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment, as well as to any Fees accrued for its account and not yet paid). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance; (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of Crown Holdings or any Subsidiary or the performance or observance by any Loan Party or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements, if any, delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon any Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under

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this Agreement as are delegated to such Agent by the terms hereof, together with such powers as are reasonably incidental thereto; (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender; and (viii) Schedule 2.01 shall be deemed to be amended to reflect the assigning Lender thereunder and the assignee thereunder after giving effect thereto.

(d) The Administrative Agent and the U.K. Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices in The City of New York and London, England, respectively, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Except to the extent inconsistent with Section 2.07(d), the entries in the Register shall be conclusive and the Borrowers, the Agents, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above and, if required, the written consent of the applicable Borrower, the Issuing Bank and the Applicable Agent to such assignment, the Applicable Agent shall (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Lenders. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e).

(f) Each Lender may without the consent of the Borrowers, the Issuing Bank or the Applicable Agent sell participations to any Person (other than a natural person or a Borrower or any of a Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, that subject to the terms and conditions contained herein, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) each Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 2.15, 2.16 and 2.17 and the provisions of Section 5.01 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04, and (iv) the Borrowers, the Agents, the Issuing Bank and the Lenders shall continue to deal solely and directly with such Lender in connection

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with such Lender’s rights and obligations under this Agreement, and, except as agreed to by the Euro Borrower as of the Effective Date, such Lender shall retain the sole right (which each Lender agrees will not be limited by the terms of any participation agreement or other agreement with a Participant) to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents (other than, without the consent of the Participant, amendments, modifications or waivers described in the first proviso of Section 10.09(b) that affect such Participant (it being understood that with respect to the voting rights of any Participant agreed to by the Euro Borrower as of the Effective Date, such Lender’s voting rights in respect of the non-participated portion of its commitment may be voted independently of such Participant’s participation interest)). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.06 as though it were a Lender, provided such Participant agrees to be subject to Section 2.19 as though it were a Lender. In addition, each Participant shall be entitled to rely upon the representations and warranties of the Loan Parties set forth in this Agreement and in any other Loan Document (or any certificate to be delivered hereunder or thereunder).

(g) Any Lender or Participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 10.04, disclose to the assignee or Participant or proposed assignee or Participant any information relating to Crown Holdings and its Subsidiaries furnished to such Lender by or on behalf of any of the Loan Parties; provided that, prior to any such disclosure of information designated by any Borrower as confidential, each such assignee or Participant or proposed assignee or Participant shall execute a confidentiality agreement in form and substance consistent with the provisions of Section 10.18.

(h) Any Lender may (without consent of or notice to the Borrowers or the Administrative Agent) at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank and any pledge or assignment to any holder, or trustee for or any representative of holders, of obligations owed or securities issued by such Lender, as security for such obligations or securities and this Section 10.04 shall not apply to any such pledge or assignment of a security interest; provided that (x) no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto and (y) any foreclosure or similar action shall be subject to this Section 10.04. In order to facilitate such a pledge or assignment, each Borrower shall, at the request of the assigning Lender, duly execute and deliver to the assigning Lender a promissory note or notes evidencing the Loans made to such Borrower by the assigning Lender hereunder.

(i) No Loan Party shall assign or delegate any of its rights or duties hereunder without the prior written consent of the Administrative Agent and each Lender, and any attempted assignment without such consent shall be null and void.

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SECTION 10.05. Expenses; Indemnity. (a) Each Euro Loan Party (jointly and severally to the extent legally permissible) agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent, and any other U.S. and non-U.S. local counsel in connection with the syndication of the Loans and Commitments provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Joint Lead Arrangers, the Agents, the Issuing Bank or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement (including their rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Agents, the Joint Lead Arrangers, the Issuing Bank or any Lender; provided, however, that the Euro Loan Parties shall not be obligated to pay for expenses incurred by a Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.20) or the sale of Loans to a Participant pursuant to Section 10.04.

(b) Each Loan Party (jointly and severally to the extent legally permissible) agrees to indemnify the Agents, the Joint Lead Arrangers, the Issuing Bank, each Lender, each Affiliate of any of the foregoing Persons and each of their respective Related Parties (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee by any Loan Party or any third party arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto or thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the Loans or Letters of Credit (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability or Environmental Claim related in any way to any Loan Party or its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related reasonable expenses are finally judicially determined to have arisen by reason of the Indemnitee’s gross negligence or willful misconduct.

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(c) To the extent that any Loan Party fails to promptly pay any amount to be paid by it to any Agent, the Joint Lead Arrangers or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, the Joint Lead Arrangers or the Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (other than syndication expenses); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Agent or the Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined by the Administrative Agent (after giving effect to the pro rata share of defaulting Lenders), based upon its share of the sum of the total Revolving Credit Exposures, outstanding Term B Loans, the Total Revolving LC Exposure and unused Commitments at the time.

(d) To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the U.K. Administrative Agent or any Lender. All amounts due under this Section 10.05 shall be payable on written demand therefor.

SECTION 10.06. Right of Setoff. If an Event of Default or Event of Termination shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of any Loan Party against any of and all the obligations of such Loan Party now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. In connection with exercising its rights pursuant to the previous sentence, a Lender may at any time use any of such Loan Party’s credit balances with the Lender to purchase at the Lender’s applicable spot rate of exchange

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any other currency or currencies which the Lender considers necessary to reduce or discharge any amount due by such Loan Party to the Lender, and may apply that currency or those currencies in or towards payment of those amounts. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the Loan Parties and the Applicable Agent after making any such setoff.

SECTION 10.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN SUCH OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 10.08. Intercreditor Agreements, Security Documents and Sharing Agreement. (a) Each Lender hereby irrevocably (for itself and its assignees, Participants and successors) authorizes the Administrative Agent to enter into the U.S. Intercreditor Agreement, the Receivables Intercreditor Agreement (including additional Receivables Intercreditor Agreements in connection with a Permitted Receivables or Factoring Financing) and each U.S. Security Document on behalf of and for the benefit of that Lender and its assignees, Participants and successors, and agrees to be bound by the terms of the U.S. Intercreditor Agreement and each U.S. Security Document. Each Lender irrevocably (for itself and its assignees, Participants and successors) agrees that the Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in the U.S. Intercreditor Agreements, the Receivables Intercreditor Agreement or the U.S. Security Documents without the prior consent of the Requisite Lenders; provided that (i) any release of all or substantially all of the U.S. Collateral shall require the prior consent of each Lender and (ii) any amendment to Section 4(a) of the U.S. Intercreditor Agreement that has the effect of allowing Second Priority Indebtedness or Third Priority Indebtedness (each as defined therein) to be paid prior to any Bank Indebtedness (as defined therein) being repaid and the Loan Documents (as defined therein) being terminated and the Letters of Credit being canceled shall require the prior consent of each Lender. Each Lender agrees irrevocably (for itself and its assignees, Participants and successors) that it and its assignees, Participants and successors shall not have any right individually to seek to realize upon the security granted by any U.S. Security Document, it being understood and agreed that such rights and remedies may be exercised by the U.S. Collateral Agent for the benefit of the Administrative Agent and the Lenders and the parties to the U.S. Intercreditor Agreement upon the terms of the U.S. Security Documents and the U.S. Intercreditor Agreement.

(b) Each Revolving Euro Lender and any New Term Loan Lender (for itself and its assignees, Participants and successors) hereby authorizes irrevocably the U.K. Administrative Agent to enter into the Euro Intercreditor Agreement and the Euro Security Documents on behalf of and for the benefit of that Lender and its assignees, Participants and successors, and agrees to be bound by the terms of the Euro Intercreditor Agreement and the

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Euro Security Documents. Each Lender agrees that the U.K. Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in the Euro Intercreditor Agreement or the Euro Security Documents without the prior consent of the Requisite Lenders; provided that (i) any release of all or substantially all of the Euro Collateral shall require the prior consent of each Lender and (ii) any amendment to Section 4(a) of the Euro Intercreditor Agreement that has the effect of allowing Second Priority Indebtedness or Third Priority Indebtedness (each as defined therein) to be paid prior to any Bank Indebtedness (as defined therein) being repaid and the Loan Documents (as defined therein) being terminated and the Letters of Credit being canceled shall require the prior consent of each Lender. Each Lender irrevocably (for itself and its assignees, Participants and successors) agrees that it and its assignees, Participants and successors shall not have any right individually to seek to realize upon the security granted by any Euro Security Document, it being understood and agreed that such rights and remedies may be exercised by the Euro Collateral Agent for the benefit of each Revolving Euro Lender and the parties to the Euro Intercreditor Agreement upon the terms of the Euro Security Documents and the Euro Intercreditor Agreement.

(c) Each Lender hereby authorizes the Administrative Agent, the U.K. Administrative Agent and each Collateral Agent to enter into the Sharing Agreement on behalf of and for the benefit of that Lender, and agrees to be bound by the terms of the Sharing Agreement. Each Lender agrees that the Administrative Agent and the U.K. Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in the Sharing Agreement without the prior written consent of the Requisite Lenders; provided, however, that notwithstanding the foregoing, (x) the Requisite Dollar Lenders may instruct the Administrative Agent to waive the occurrence of a Triggering Event or some or all of the consequences thereof under the Sharing Agreement or terminate the Sharing Agreement in accordance with its terms and (y) any amendment or modification of the Sharing Agreement that by its terms adversely affects the Term B Dollar Lenders, any New Term Dollar Lenders, the Revolving Dollar Lenders and the Revolving LC Lenders, on the one hand, or the Revolving Euro Lenders and any New Term Euro Lenders, on the other hand, differently from the other Lenders shall require the prior written consent of the Requisite Dollar Lenders and the Requisite Euro Lenders, respectively.

(d) Upon payment in full of all principal, interest and other amounts due hereunder and termination of the Commitments and all Letters of Credit hereunder and this Agreement and termination of and payment in full of any Bank Related Debt, at the request of the U.S. Borrower, the Administrative Agent shall request that the Sharing Agent (as defined in the Sharing Agreement) terminate the Sharing Agreement according to its terms.

SECTION 10.09. Waivers; Amendment. (a) No failure or delay of any Agent, the Issuing Bank or any Lender in exercising any power or right hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise

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of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below of this Section 10.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether an Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle such Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Requisite Lenders or, in the case of any other Loan Document (other than the Intercreditor Agreements, the Sharing Agreement and the Security Documents, which are governed by Section 10.08), pursuant to an agreement or agreements in writing entered into by the Applicable Agent and the Loan Party or Loan Parties or other Persons that are parties thereto, in each case with the consent of the Requisite Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of any Loan or LC Disbursement, or extend the final scheduled maturity date of the Loans or the dates for the payment of any interest on any Loan or the required date of reimbursement of any LC Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or LC Disbursement, or postpone the scheduled date of termination of any Commitment, without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Commitment Fee or LC Fee of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of Section 2.13, the provisions of this Section, the provisions of Section 10.08, the definitions of “Requisite Lenders”, “Requisite Dollar Lenders”, “Requisite Euro Lenders” and “Requisite LC Lenders” or any other provision of any Loan Document (other than the Intercreditor Agreements, the Sharing Agreement and the Security Documents, which are governed by Section 10.08) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the prior written consent of each Lender (or each Lender of such Class, as the case may be), (iv) release any Loan Party from its Guarantee under Article IX or a Guarantee Agreement (except as expressly provided in this Agreement or such Guarantee Agreement or in connection with any sale of Equity Interests of a Subsidiary that is consented to by the Requisite Lenders), or limit its liability in respect of such Guarantee, without the written consent of each Lender,

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(v) change any provisions of any Loan Document (other than the Intercreditor Agreements, the Sharing Agreement and the Security Documents, which are governed by Section 10.08) in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently from those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class, or (vi) extend or waive any payment of principal on any Installment Payment Date or reduce the amount due on any Installment Payment Date, without the written consent of the Requisite Term Lenders; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent or the Issuing Bank hereunder or under any other Loan Document without the prior written consent of such Agent or the Issuing Bank, as the case may be; provided, further, that (x) the consent of the Term B Lenders holding more than fifty percent (50%) of the aggregate principal amount of any such Class of Term B Loans shall be required with respect to any amendment that changes the application of any mandatory prepayments between the Classes of Term B Loans or between the Term B Loans or to the remaining amortization payments under the Term B Loans, (y) the consent of the Requisite Revolving Dollar Lenders and the Requisite Revolving Euro Lenders shall be required with respect to any amendment after all Term B Loans have been repaid that changes the application of any optional or mandatory prepayments or commitment reductions between the Classes of Revolving Loans and (z) the consent of Revolving Lenders representing more than 50% of the outstanding Revolving Credit Commitments and Revolving Credit Exposure shall be required with respect to any amendment, modification, supplement or waiver during the continuation of a Default or when the conditions in Section 4.02 to any Revolving Credit Borrowing cannot be satisfied of any condition precedent in Section 4.02 to any Revolving Credit Borrowing. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Loan Parties, the Requisite Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

(c) A Revolving Lender may allocate any proportion of its Revolving Credit Commitment or Revolving Credit Exposure with respect to any waiver, amendment, modification, consent or any other action pursuant to this Section 10.09 or any other Loan Document in order to vote separate portions thereof differently with respect thereto.

(d) Notwithstanding the foregoing, upon the request of the Euro Borrower and with the written consent of each Revolving Euro Lender, this Agreement may be amended to provide for the making of Revolving Euro Loans in additional approved currencies to be made to the Euro Borrower or approved Subsidiaries of the Euro Borrower on the terms set forth in such amendment.

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(e) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Crown Holdings, the Borrowers and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding New Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder which shall be Loans hereunder (“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of any New Term Loans in effect immediately prior to such refinancing.

(f) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of Crown Holdings and the Administrative Agent to the extent necessary to integrate any New Term Commitments on substantially the terms and conditions set forth in Section 2.22 or New Revolving LC Commitments on substantially the same basis as the Revolving LC Loans, as applicable.

(g) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.09 requires the consent of all of the Lenders affected and with respect to which the Requisite Lenders shall have granted their consent, then provided no Event of Default then exists, Crown Holdings shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans of the Class for which its consent is being sought, and its Commitments hereunder to one or more assignees; provided that (a) all Obligations of Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment the applicable Borrower, the Applicable Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 10.04.

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SECTION 10.10. Interest Rate Limitation. (a) Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

(b) In order to fulfill the obligations of articles L.313-1 and L.313-2 of the French consumer code (“Code de la Consommation”), Citibank International plc represents to the Euro Borrower, who accepts such representation, that the effective global rate (“taux effectif global”) calculated in accordance with the articles referred to above, on the basis of a 365-day year, is 5.6179% in respect of Revolving Euro Loans. The effective global rate (“taux effectif global”) was calculated on the basis of utilization of the total Revolving Euro Commitments on September 1, 2004, and LIBO Rate for an Interest Period of one month on September 1, 2004 of 2.07575% in the case of Revolving Euro Loans. Given the floating nature of such Loans, such rate is given on an indicative basis as of the Effective Date only and shall not be binding on the Lenders in the future.

SECTION 10.11. Entire Agreement. This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 10.12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING

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WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.12.

SECTION 10.13. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 10.14. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 10.03. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 10.15. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 10.16. Jurisdiction; Consent to Service of Process. (a) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement shall affect any right that the Agents, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Loan Party or its properties in the courts of any jurisdiction.

(b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this

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Agreement or the other Loan Documents in any New York State or Federal court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01, subject to such other form of notice as may be required under applicable law with respect to the German Borrowers. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(d) By the execution and delivery of this Agreement, the Euro Borrower and each Subsidiary Borrower acknowledges that it has by separate written instrument, designated and appointed Crown Holdings, Inc., One Crown Way, Philadelphia, PA 19154, attn: Senior Vice President - Finance (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement or the Loan Documents that may be instituted in any federal or state court in the State of New York.

(e) The Euro Borrower and each Subsidiary Borrower, to the extent that it has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from setoff or any legal process (whether service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property or assets, hereby waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement and the other Loan Documents (it being understood that the waivers contained in this paragraph (e) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976, as amended, and are intended to be irrevocable and not subject to withdrawal for the purposes of such Act).

SECTION 10.17. Judgments Relating to Euro Borrower. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of the Euro Borrower and each Subsidiary Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following

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receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss; provided that if the amount of the Agreement Currency so purchased exceeds the sum originally due to the Applicable Creditor, the Applicable Creditor agrees to remit such excess to the Euro Borrower. The obligations of the Euro Borrower contained in this Section 10.17 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

SECTION 10.18. Confidentiality. (a) None of the Administrative Agent, the Syndication Agent nor any Lender may disclose to any Person any confidential, proprietary or non-public information of the Loan Parties furnished to the Administrative Agent, the Syndication Agent or the Lenders by the Loan Parties (such information being referred to collectively herein as the “Loan Party Information”), except that each of the Administrative Agent, the Syndication Agent and the Lenders may disclose Loan Party Information (i) to its and its affiliates’ employees, officers, directors, agents, accountants, attorneys and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Loan Party Information and instructed to keep such Loan Party Information confidential on substantially the same terms as provided herein), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.18, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (vii) to the extent such Loan Party Information (A) is or becomes generally available to the public on a nonconfidential basis other than as a result of a breach of this Section 10.18 by the Administrative Agent, the Syndication Agent or such Lender, or (B) is or becomes available to the Administrative Agent, the Syndication Agent or such Lender on a nonconfidential basis from a source other than the Loan Parties and (viii) with the consent of the Loan Parties. Nothing in this provision shall imply that any party has waived any privilege it may have with respect to advice it has received.

SECTION 10.19. Fixed Income Direct Website Communications.

(a) Delivery. (i) Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document,

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including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or Interest Period relating thereto), (B) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (C) provides notice of any Default or Event of Default under this Agreement or (D) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium and in a format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement but only to the extent requested by the Administrative Agent. The Administrative Agent agrees that receipt of the Communications by the Administrative Agent at the e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of this Agreement and any other Loan Documents. Nothing in this Section 10.19 shall prejudice the right of the Agents, the Syndication Agent, the Joint Lead Arrangers or any Lender to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document.

(ii) Each Lender agrees that receipt of e-mail notification that such Communications have been posted pursuant to paragraph (b) below at the e-mail address(es) set forth on Schedule 2.01 opposite such Lender’s name or pursuant to the notice provisions of any assignment and acceptance agreement shall constitute effective delivery of the Communications to such Lender for purposes of this Agreement and any other Loan Document. Each Lender further agrees to notify the Administrative Agent in writing (including by electronic communication) promptly of any change in its e-mail address or any extended disruption in its internet delivery services.

(b) Each Loan Party further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks, Fixed Income Direct or a substantially similar electronic transmission systems (the “Platform”). Each Loan Party acknowledges that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution.

(c) The Communications transmitted pursuant to this Section 10.19 and the Platform are provided “as is” and “as available.” Neither the Administrative Agent nor any of its Related Parties warrants the accuracy, adequacy or completeness of the Communications or the Platform and each Citigroup Party expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory,

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including without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Citigroup Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Affiliates or any of their respective Related Parties have any liability to the Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Communications through the internet, except to the extent the liability of any Agent is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Agent’s gross negligence or willful misconduct.

(d) Termination. The provisions of this Section 10.19 shall automatically terminate on the date that Citicorp North America, Inc. or any of its Affiliates ceases to be the Administrative Agent under this Agreement.

SECTION 10.20. Euro Agents as Joint Creditors. Each of the Loan Parties and each Lender, Agent, Syndication Agent, Co-Documentation Agent, Term B Arranger, Lead Arranger and Senior Managing Agent agree that each of the Euro Agents (and any agent or sub-agent of any such Euro Agent) shall be a joint creditor (together with the relevant Lender, Agent, Syndication Agent, Co-Documentation Agent, Term B Arranger, Lead Arranger or Senior Managing Agent) of each and every obligation of the Loan Parties toward each Lender, Agent, Syndication Agent, Co-Documentation Agent, Term B Arranger, Lead Arranger and Senior Managing Agent under or in connection with the Loan Documents, and that accordingly the Euro Agents (and any agent or sub-agent of any such Euro Agent) will have its own independent right to demand performance by the Loan Parties of those obligations. However, any discharge of any such obligation to any such Euro Agent or the relevant Lender, Agent, Syndication Agent, Co-Documentation Agent, Term B Arranger, Lead Arranger or Senior Managing Agent shall, to the same extent, discharge the corresponding obligation owing (or any agent or sub-agent of any such Euro Agent) to the other.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective Authorized Officers as of the day and year first above written.

CROWN HOLDINGS, INC., as Parent Guarantor
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
By:	/s/ Rosemary Haselroth
Name:	Rosemary Haselroth
Title:	Assistant Secretary
CROWN INTERNATIONAL HOLDINGS, INC., as Parent Guarantor
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN CORK & SEAL COMPANY, INC., as Parent Guarantor
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

CROWN AMERICAS, INC., as the U.S. Borrower
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN EUROPEAN HOLDINGS S.A., as the Euro Borrower
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	attorney-in-fact
CROWN UK HOLDINGS LIMITED
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	attorney-in-fact
CROWN VERPACKUNGEN DEUTSCHLAND GMBH
By:	/s/ Howard Lomax
Name:	Howard Lomax
Title:	Director

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

CITICORP NORTH AMERICA, INC., as Administrative Agent and as Lender
By:	/s/ Myles Kassin
Name:	Myles Kassin
Title:	Vice President

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

CITIBANK INTERNATIONAL plc, as U.K. Administrative Agent and as Lender
By:	/s/ Ian Hayton
Name:	Ian hayton
Title:	Assistant Vice President

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger in respect of the Revolving Facilities and Sole Arranger in respect of the Term B Facility
By:	/s/ Whit Marshall
Name:	Whit Marshall
Title:	Director

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

LEHMAN BROTHERS INC., as Joint Lead Arranger in respect of the Revolving Facilities
By:	/s/ Frank R. Turner
Name:	Frank R. Turner
Title:	Vice President

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

LEHMAN COMMERCIAL PAPER INC., as Syndication Agent and as a Lender
By:	/s/ Frank R. Turner
Name:	Frank R. Turner
Title:	Vice President

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

ABN AMRO INCORPORATED INC., as Co-Documentation Agent and Lender
By:	/s/ Alexander M. Blodi
Name:	Alexander M. Blodi
Title:	Managing Director
By:	/s/ Christopher M. Plumb
Name:	Christopher M. Plumb
Title:	Vice President

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

BNP PARIBAS, as Co-Documentation Agent     and Lender
By:	/s/ Richard Pace
Name:	Richard Pace
Title:	Managing Director
By:	/s/ Nanette Baudon
Name:	Nanette Baudon
Title:	Vice President

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

CALYON NEW YORK BRANCH, as Co- Documentation Agent and Lender
By:	/s/ Rod Hurst
Name:	Rod Hurst
Title:	Director
By:	/s/ Scott R. Chappelka
Name:	Scott R. Chappelka
Title:	Director

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

BANK OF AMERICA, N.A.,         as Senior Managing Agent and Lender
By:	/s/ Douglas J. Bolt
Name:	Douglas J. Bolt
Title:	Vice President

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

The Bank of Nova Scotia,     as a Lender
By:	/s/ Brian Allen
Name:	Brian Allen
Title:	Managing Director

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

SCOTIABANK EUROPE PLC, as a Lender
By:	/s/ J.A. Flexer
Name:	J.A. Flexer
Title:	Director

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
By:	/s/ Jerome McDermott
Name:	Jerome McDermott
Title:	Duly Authorized Signatory

Crown Americas, Inc.

Crown European Holdings S.A.

Credit Agreement September 2004

EX-4.B

Exhibit 4.b

EXECUTION COPY

EURO BANK PLEDGE AGREEMENT

By

CROWN CORK & SEAL COMPANY, INC.

CROWN AMERICAS, INC.

CROWN INTERNATIONAL HOLDINGS, INC.

and

THE DOMESTIC SUBSIDIARIES PARTY HERETO,

as Pledgors

and

CITICORP TRUSTEE COMPANY LIMITED,

as Euro Collateral Agent

Dated as of September 1, 2004

TABLE OF CONTENTS

		Page
SECTION 1.	Pledge	5
SECTION 2.	Delivery of the Collateral	6
SECTION 3.	Representations, Warranties and Covenants	6
SECTION 4.	Registration in Nominee Name; Denominations	7
SECTION 5.	Voting Rights; Dividends and Interest, etc.	8
SECTION 6.	Remedies upon Default	9
SECTION 7.	Application of Proceeds of Sale	10
SECTION 8.	Euro Collateral Agent Appointed Attorney-in-Fact	10
SECTION 9.	Waivers; Amendment	11
SECTION 10.	Securities Act, etc.	11
SECTION 11.	Registration, etc	12
SECTION 12.	Security Interest Absolute	12
SECTION 13.	Termination or Release	13
SECTION 14.	Notices	13
SECTION 15.	Further Assurances	13
SECTION 16.	Binding Effect; Several Agreement; Assignment	13
SECTION 17.	Survival of Agreement; Severability	14
SECTION 18.	GOVERNING LAW	14
SECTION 19.	Counterparts	14
SECTION 20.	Rules of Interpretation	14
SECTION 21.	Jurisdiction; Consent to Service of Process	14
SECTION 22.	WAIVER OF JURY TRIAL	15
SECTION 23.	Additional Pledgors	15
SECTION 24.	Execution of Financing Statements	15
SECTION 25.	Certain Definitions	16
	SCHEDULES
Schedule I	Domestic Subsidiaries
Schedule II	Pledged Stock
	ANNEXES
Annex I	Form of Supplement to Euro Bank Pledge Agreement

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EURO BANK PLEDGE AGREEMENT

EURO 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 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 CCSC, Crown Usco and Crown International, the “Pledgors”) and CITICORP TRUSTEE COMPANY LIMITED, 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).

R E C I T A L S

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Crown Usco, as U.S. borrower (in such capacity, the “U.S. Borrower”), Crown European Holdings SA, a société anonyme organized under the laws of France (“Crown Euroco”) as Euro borrower (in such capacity, the “Euro Borrower”), the subsidiary borrowers named therein, (the “Subsidiary Borrowers”, together with the Euro Borrower, the “Non-U.S. Borrowers”, together with the U.S. Borrower, the “Borrowers”), Crown Holdings, Inc. (“Crown Holdings”), CCSC, Crown International (collectively, the “Loan Parties”) intend to enter into a new senior secured credit agreement dated as of the date hereof with the lenders from time to time party thereto (the “Lenders”), Citicorp North America, Inc., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), Citibank International plc, as U.K. administrative agent (in such capacity, together with its successors and assigns in such capacity, the “U.K. Administrative Agent” and together with the Administrative Agent, the “Bank Agents”), Citigroup Global Markets Inc. (“CGMI”), as sole arranger and sole bookrunner in respect of the Term B Facility (in such capacity, together with its successors and assigns in such capacity, the “Term B Arranger”), CGMI and Lehman Brothers Inc., as joint lead arrangers and joint bookrunners in respect of the Revolving Facilities (in such capacities, together with their successors and assigns in such capacities, the “Lead Arrangers”), Lehman Commercial Paper Inc., as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), ABN AMRO Bank N.V, BNP Paribas and Calyon New York Branch, as co-documentation agents (in such capacities, together with their successors and assigns in such capacities, the “Co-Documentation Agents”) and Bank of America, N.A., as senior managing agent (in such capacity, together with its successors and assigns in such capacity, the “Senior Managing Agent”) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, the “Credit Agreement”, which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit Agreement or one or more successor or replacement facilities whether or not with a different group of agents or lenders and whether or not with different obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor Credit Agreement), pursuant to which the Lenders have agreed to make certain Loans and issue certain Letters of Credit to or for the account of the U.S. Borrower upon the terms and subject to the conditions set forth in the Credit Agreement.

WHEREAS, contemporaneously with the execution and delivery of this Agreement, CCSC, Crown International and Crown Usco and each of their direct and indirect Domestic Subsidiaries (together with each other Domestic Subsidiary of CCSC, Crown International and Crown Usco (other than the Insurance Subsidiary and any Receivables Subsidiary) that from time to time after the date hereof guarantee the Obligations (as hereinafter defined) of the Borrowers under the Credit Agreement and the other Loan Documents, the “Guarantors”) will guarantee the Obligations of the Borrowers under the Credit Agreement and the other Loan Documents (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time and together with any further guarantees by the Guarantors of the Obligations of the Borrowers under the Credit Agreement, the “Credit Guarantees”).

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Développement SAS (“Crown SAS”), Euro Borrower or any of its subsidiaries may from enter into one or more Hedging Agreements (collectively, the “Bank Related Hedging Agreements”) with one or more Lenders or their respective Affiliates or any other Person permitted under the Credit Agreement at the time such Bank Related Hedging Agreement is entered into (individually, a “Bank Related Hedging Exchanger” and, collectively, the “Bank Related Hedging Exchangers”) and it is desired that the obligations of Euro Borrower or any of its subsidiaries under such Bank Related Hedging Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Hedging Obligations”), be secured by a Lien on and security interest in the Collateral (as hereinafter defined) pursuant to this Agreement; provided that for any Bank Related Hedging Exchanger to receive the benefit of such Lien on, pledge and security interest in the Collateral, it shall execute and deliver to the Euro Collateral Agent an acknowledgment to the Euro Intercreditor Agreement (as hereinafter defined) in the form annexed thereto (each such acknowledgment, an “Intercreditor Acknowledgment”) agreeing to be bound by the terms thereof at any time prior to the payment in full of the Bank Indebtedness (as defined in the Euro Intercreditor Agreement).

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown SAS, Euro Borrower or any of its subsidiaries may from time to time enter into one or more Bank Related Cash Management Agreements (as hereinafter defined) with one or more Lenders or their respective Affiliates or any other Person permitted under the Credit Agreement at the time such Bank Related Cash Management Agreement is entered into (individually, a “Bank Related Cash Management Exchanger” and, collectively, the “Bank Related Cash Management Exchangers”) and it is desired that the obligations of Euro Borrower or any of its subsidiaries under such Bank Related Cash Management Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Cash Management Obligations”), be secured by a Lien on and security interest in the Collateral pursuant to this Agreement; provided that for any Bank Related Cash Management Exchanger to receive the benefit of such Lien on, pledge and security interest in the Collateral, it shall execute and deliver to the Euro Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof at any time prior to the payment in full of the Bank Indebtedness.

WHEREAS, the Borrowers and each Pledgor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and is, therefore, willing to enter into this Agreement.

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WHEREAS, each Pledgor is, or as to Collateral (as hereinafter defined) acquired by such Pledgor after the date hereof will be, the legal and/or beneficial owner of the Collateral pledged by it hereunder.

WHEREAS, on February 26, 2003, the Pledgors, the Euro Collateral Agent and certain other parties entered into that certain Euro Intercreditor and Collateral Agency Agreement, which agreement is being amended and restated as of the date hereof to give effect to the Credit Agreement and the security interests contemplated herein (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Euro Intercreditor Agreement”).

WHEREAS, this Agreement is given by each Pledgor in favor of the Euro Collateral Agent for the benefit of the Secured Parties to secure the payment and performance of the obligations (whether or not constituting future advances, obligatory or otherwise) of the Non-U.S. Borrowers and any and all of the Pledgors from time to time arising under or in respect of this Agreement, the Credit Agreement, the Credit Guarantees, the Bank Related Hedging Agreements, the Bank Related Cash Management Agreements, and the other Loan Documents (but limited to such Pledgor’s Credit Guarantee of the Obligations of the Non-U.S. Borrowers) (including, without limitation, the obligations to pay principal, interest and all other charges, fees, expenses, commissions, reimbursements, premiums, indemnities and other payments related to or in respect of the obligations contained in this Agreement, the Credit Agreement, the Credit Guarantees, the Bank Related Hedging Agreements, the Bank Related Cash Management Agreements, and the other Loan Documents), in each case whether (i) such obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due whether at stated maturity, by acceleration or otherwise, (ii) arising in the regular course of business or otherwise, (iii) for payment or performance and/or (iv) now existing or hereafter arising (including, without limitation, interest and other obligations arising or accruing after the commencement of any bankruptcy, insolvency, reorganization or similar proceeding with respect to any Non-U.S. Borrower or Pledgor or any other Person, or which would have arisen or accrued but for the commencement of such proceeding, even if such obligation or the claim therefor is not enforceable or allowable in such proceeding) (collectively, the “Obligations”).

NOW THEREFORE, in consideration of the foregoing and other benefits accruing each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby makes the following representations and warranties to the Euro Collateral Agent for the benefit of the Secured Parties (and each of their respective successors and assigns), as follows:

SECTION 1. Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) 35% of all the shares of capital stock of all “first-tier” Non-U.S. Subsidiaries (including, without limitation, those listed on Schedule II hereto) and 35% of any shares of capital stock and other Equity Interests of any “first-tier” Non-U.S. Subsidiaries obtained or formed in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) all other property that may be delivered to and held by the Euro Collateral Agent pursuant to the terms hereof; (c) subject to Section 5, all payments of dividends, cash, instruments and other property from time to

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time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Collateral”).

Upon delivery to the Euro Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Euro Collateral Agent and by such other instruments and documents as the Euro Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Euro Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered.

TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Euro Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

SECTION 2. Delivery of the Collateral. Each Pledgor agrees promptly to deliver or cause to be delivered to the Euro Collateral Agent any and all Pledged Securities, and any and all certificates or other instruments or documents representing the Collateral.

SECTION 3. Representations, Warranties and Covenants. Each Pledgor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Euro Collateral Agent that:

(a) the Pledged Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto;

(b) except for the security interest granted hereunder, such Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities

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indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto or as otherwise permitted by the Credit Agreement, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by the Pledgor or otherwise, to be forthwith deposited with the Euro Collateral Agent and pledged or assigned hereunder;

(c) the Pledgor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever;

(d) no consent of any other Person (including stockholders or creditors of any Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby;

(e) by virtue of the execution and delivery by the Pledgors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Euro Collateral Agent in accordance with this Agreement, and subject to the completion of certain post-closing obligations described in Schedule 5.20 to the Credit Agreement, the Euro Collateral Agent will obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations;

(f) the pledge effected hereby is effective to vest in the Euro Collateral Agent, on behalf of the Secured Parties, the rights of the Euro Collateral Agent in the Collateral as set forth herein;

(g) all of the Pledged Stock has been duly authorized and validly issued and is fully paid and nonassessable;

(h) all information set forth herein relating to the Pledged Securities is accurate and complete in all material respects as of the date hereof; and

(i) the pledge of the Pledged Securities pursuant to this Agreement does not violate Regulation U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

SECTION 4. Registration in Nominee Name; Denominations. The Euro Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Pledgors, endorsed or assigned in blank or in favor of the Euro Collateral Agent; provided that the Euro Collateral Agent shall not exercise such right without the consent of the Borrowers in the event an Event of Default is not continuing. Each Pledgor will promptly give to the Euro Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. The Euro Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

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SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided, however, that such Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same;

(ii) The Euro Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below; and

(iii) Each Pledgor shall be entitled to receive and retain any and all cash dividends, paid on the Pledged Securities to the extent and only to the extent that such cash dividends, are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws. All noncash dividends and all dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Euro Collateral Agent and shall be forthwith delivered to the Euro Collateral Agent in the same form as so received (with any necessary endorsement).

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to dividends that such Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Euro Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends. All dividends received by the Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Euro Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Euro Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Euro Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Euro Collateral Agent in an account to be established by the Euro Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the

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provisions of Section 7. After all Events of Default have been cured or waived, the Euro Collateral Agent shall, within five (5) Business Days after all such Events of Default have been cured or waived, repay to each Pledgor all cash dividends (without interest), that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5, and the obligations of the Euro Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Euro Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, the Euro Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights and such permission shall be deemed to have been granted absent notice to the contrary to the Pledgors from the Euro Collateral Agent. After all Events of Default have been cured or waived, such Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

SECTION 6. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Euro Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Euro Collateral Agent shall deem appropriate. The Euro Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Euro Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Euro Collateral Agent shall give a Pledgor ten (10) days’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Euro Collateral Agent’s intention to make any sale of such Pledgor’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Euro Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Euro Collateral Agent may (in its sole and absolute discretion) determine. The Euro Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Euro Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the

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same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Euro Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Euro Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such Secured Party from any Pledgor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Euro Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Euro Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Euro Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

SECTION 7. Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 6, as well as any Collateral consisting of cash, shall be applied by the Euro Collateral Agent as provided in the Euro Intercreditor Agreement.

The Euro Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Euro Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Euro Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Euro Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 8. Euro Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints the Euro Collateral Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Euro Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest provided that the Euro Collateral Agent shall only take any action pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, the Euro Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Euro Collateral Agent’s name or in the name of such Pledgor, to ask for,

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demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Euro Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Euro Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect therefor any property covered thereby. The Euro Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 9. Waivers; Amendment. (a) No failure or delay of the Euro Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Euro Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Pledgor in any case shall entitle such Pledgor or any other Pledgor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Euro Collateral Agent (as directed by the Requisite Obligees under the Euro Intercreditor Agreement) and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply.

SECTION 10. Securities Act, etc. In view of the position of the Pledgors in relation to the Pledged Securities, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Euro Collateral Agent if the Euro Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Euro Collateral Agent in any attempt to dispose of all or part of the Pledged Securities under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Pledgor recognizes that in light of such restrictions and limitations the Euro Collateral Agent may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to

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acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Euro Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Euro Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price that the Euro Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 10 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Euro Collateral Agent sells.

SECTION 11. Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Euro Collateral Agent desires to sell any of the Pledged Securities of such Pledgor at a public sale, it will, at any time and from time to time, upon the written request of the Euro Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Euro Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Euro Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Euro Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Euro Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Euro Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 11. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 11 may be specifically enforced.

SECTION 12. Security Interest Absolute. All rights of the Euro Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, the Euro Intercreditor Agreement, any other Loan Document, any agreement

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with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Euro Intercreditor Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

SECTION 13. Termination or Release. (a) This Agreement and the security interest shall terminate pursuant to an in accordance with the terms of Euro Intercreditor Agreement; provided, however, this Agreement and the security interest shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Pledgor upon the bankruptcy or reorganization of any Pledgor or otherwise.

(b) In connection with any release of Collateral, release of a Pledgor party to this Agreement or terminations of this Agreement pursuant to and in accordance with the terms of the Euro Intercreditor Agreement, the Euro Collateral Agent shall execute and deliver to the applicable Pledgor, at such Pledgor’s expense, all UCC termination statements and other similar documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of such UCC termination statements or other documents pursuant to this Section 13 shall be without recourse to or warranty by the Euro Collateral Agent.

SECTION 14. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to any Pledgor that is a Domestic Subsidiary shall be given to it at the address for notices set forth on Schedule I, with a copy to the Borrowers.

SECTION 15. Further Assurances. Each Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Euro Collateral Agent may at any time reasonably request in connection with the administration and enforcement of this Agreement or with respect to the Collateral or any part thereof or in order better to assure and confirm unto the Euro Collateral Agent its rights and remedies hereunder.

SECTION 16. Binding Effect; Several Agreement; Assignment. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Agreement shall become effective as to any Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Euro Collateral Agent and a counterpart hereof shall have been executed on behalf of the Euro Collateral Agent, and thereafter shall be binding upon such Pledgor and the Euro Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Pledgor, the Euro Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Pledgor shall have the right to assign its rights hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. This Agreement

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shall be construed as a separate agreement with respect to each Pledgor and may be amended, modified, supplemented, waived or released with respect to any Pledgor without the approval of any other Pledgor and without affecting the obligations of any other Pledgor hereunder.

SECTION 17. Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Euro Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the Lender’s issuance of and participations in Letters of Credit, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect until this Agreement shall terminate.

(b) In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

SECTION 18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract, and shall become effective as provided in Section 16. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

SECTION 20. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting this Agreement.

SECTION 21. Jurisdiction; Consent to Service of Process. (a) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court referred to in

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paragraph (a) of this Section. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement shall affect any right that the Euro Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction.

(b) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 22. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 23. Additional Pledgors. Pursuant to Section 5.11 of the Credit Agreement, each Domestic Subsidiary of CCSC, Crown Usco or Crown International that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into this Agreement as a Pledgor upon becoming a Domestic Subsidiary. Upon execution and delivery by the Euro Collateral Agent and a Subsidiary of an instrument in the form of Annex 1 hereto, such Subsidiary shall become a Pledgor hereunder with the same force and effect as if originally named as a Pledgor herein. The execution and delivery of such instrument shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Pledgor as a party to this Agreement.

SECTION 24. Execution of Financing Statements. Pursuant to Section 9-509 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions, each Pledgor authorizes the Euro Collateral Agent to file financing statements with respect to the Collateral owned by it without the signature of such Pledgor in such form and in such filing offices as the Euro Collateral Agent reasonably determines appropriate to perfect the security interests of the Euro Collateral Agent under this Agreement. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

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SECTION 25. Certain Definitions. Capitalized terms used herein but not defined shall have the meaning assigned to such term in the Credit Agreement. For the purposes of this Agreement, the following terms shall have the following meaning:

“Exempted Indebtedness” shall mean any Indebtedness or other obligation which would be considered “Exempted Indebtedness” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt, as such indenture, agreement or interest is in effect on the date hereof.

“Restricted Secured Indebtedness” shall mean, at any time, the portion of the Obligations constituting Exempted Indebtedness that is equal to the maximum aggregate amount of Exempted Indebtedness that may be secured at such time without causing any Existing Unsecured Debt to be required to be equally and ratably secured.

“Restricted Securities” shall mean any shares of capital stock or evidences of indebtedness for borrowed money issued by any Restricted Subsidiary and owned by CCSC or any Restricted Subsidiary.

“Restricted Subsidiary” means any subsidiary of CCSC that would be considered a “Restricted Subsidiary” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt as such indentures, agreements or instruments are in effect on the date hereof.

“Secured Parties” shall mean, collectively, each of (a) the U.K. Administrative Agent (for its benefit and for the benefit of the Lenders (including any Lenders of Additional First Priority Bank Indebtedness)(as defined in the Euro Intercreditor Agreement) and the other Agents), (b) the Euro Collateral Agent (for its benefit and for the benefit of the Secured Parties), (c) the Bank Related Hedging Exchangers who have executed and delivered an Intercreditor Acknowledgment, if any, and (d) the Bank Related Cash Management Exchangers who have executed and delivered an Intercreditor Acknowledgment, if any.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CROWN CORK & SEAL COMPANY, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
Address:

CROWN AMERICAS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
Address:

CROWN INTERNATIONAL HOLDINGS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
Address:

Euro Bank Pledge Agreement

Crown Cork & Seal Company, Inc.

September 2004

	CENTRAL STATES CAN CO. OF PUERTO RICO, INC.
	CROWN BEVERAGE PACKAGING, INC.
	CROWN CONSULTANTS, INC.
	CROWN CORK & SEAL COMPANY (DE), LLC
	CROWN CORK & SEAL USA, INC.
	CROWN PACKAGING TECHNOLOGY, INC.
	CROWN BEVERAGE PACKAGING PUERTO RICO, INC.
	CROWN FINANCIAL CORPORATION
	CROWN FINANCIAL MANAGEMENT, INC.
	CROWN HOLDINGS (PA), LLC
	CROWN NEW DELAWARE HOLDINGS, INC.
	FOREIGN MANUFACTURERS FINANCE CORPORATION
	NWR, INC.
	CROWN RISDON USA, INC.
	CROWN ZELLER USA, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Authorized Officer
Address:

Euro Bank Pledge Agreement

Crown Cork & Seal Company, Inc.

September 2004

CROWN CORK & SEAL COMPANY (PA), INC.
By:	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	President
Address:

Euro Bank Pledge Agreement

Crown Cork & Seal Company, Inc.

September 2004

CITICORP TRUSTEE COMPANY LIMITED, as Euro Collateral Agent
By:	/s/ David Mares
Name:	David Mares
Title:	Director
Address:

Euro Bank Pledge Agreement

Crown Cork & Seal Company, Inc.

September 2004

Schedule I to the

Euro Bank Pledge Agreement

Name	Address
Crown Cork & Seal Company (PA), Inc.	One Crown Way, Philadelphia, PA 19154
Crown Financial Corporation	One Crown Way, Philadelphia, PA 19154
Foreign Manufacturers Finance Corporation	5301 Limestone Road, Ste. 221, Wilmington, DE 19808
NWR, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Beverage Packaging, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Consultants, Inc.	One Crown Way, Philadelphia, PA 19154
CROWN Packaging Technology, Inc.	11535 South Central Avenue, Alsip, Illinois, 60482
Crown Financial Management, Inc.	One Crown Way, Philadelphia, PA 19154
CROWN Cork & Seal USA, Inc.	One Crown Way, Philadelphia, PA 19154
CROWN Risdon USA, Inc.	1100 Buckingham Street, Watertown, CT 06795
CROWN Zeller USA, Inc.	1515 Franklin Boulevard, Libertyville, IL 60048-4459
CROWN Beverage Packaging, Inc.	Km 12 Hm6 65th Infantry Avenue, P. O. Box 817, Carolina, Puerto Rico 00986
Central States Can Co. of Puerto Rico, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Cork & Seal Company (DE), LLC	5301 Limestone Road, Ste. 221, Wilmington, DE 19808
Crown New Delaware Holdings, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Holdings (PA), LLC	One Crown Way, Philadelphia, PA 19154

Schedule II to the

Euro Bank Pledge Agreement ¹

Issuer	Number of Certificates	Registered Owner	Percentage of Shares/Interest Pledged
CROWN Packaging de Argentina S.A.	N/A	CROWN Americas, Inc. Foreign Manufacturers Finance Corporation	35 35	% %
CROWN Plastic Closures Argentina SA	N/A	CROWN Americas, Inc.	35	%
Crown Brasil Holdings Ltda	N/A	CROWN Americas, Inc.	35	%
Crown Holdings Chile S.A.	N/A	CROWN Americas, Inc. Foreign Manufacturers Finance Corporation	35	%
CROWN Centro Americana, S.A. (Costa Rica)	N/A	CROWN Americas, Inc.	35	%
Crown European Holdings SA (France)	N/A	Crown Développement SAS	4.66	%
CROWN Guatemala, S.A.	N/A	CROWN Americas, Inc.	35	%
CROWN Packaging Guatemala, S.A.	N/A	CROWN Americas, Inc.	0.14	%
Crown Développement SAS	N/A	Crown International Holdings, Inc.	35	%
Copag Trading S.A. (Uruguay)	N/A	CROWN Americas, Inc.	35	%
Shorelink Ltd. (British Virgin Islands)	N/A	CROWN Americas, Inc.	35	%

¹ To be Confirmed by Company.

Annex I to the

Euro Bank Pledge Agreement

SUPPLEMENT NO. [    ] dated as of [            ], to the EURO BANK PLEDGE AGREEMENT (the “Euro Bank Pledge Agreement”) dated as of September 1, 2004, among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), CROWN AMERICAS, INC. (f/k/a Crown Cork & Seal Americas, Inc.), a Delaware corporation (“Crown Usco”), CROWN INTERNATIONAL, INC., a Delaware corporation (“Crown International”), each Domestic Subsidiary listed on Schedule I thereto (collectively, together with each Domestic Subsidiary that becomes a party thereto pursuant to Section 23 of the Euro Bank Pledge Agreement, the “Subsidiary Guarantors” and, together with Crown Holdings, Crown Usco and CCSC, the “Pledgors”) and CITICORP TRUSTEE COMPANY LIMITED, as Euro Collateral Agent (in such capacity, and together with any successors in such capacity, the “Euro Collateral Agent”) for the Secured Parties (as defined in the Euro Bank Pledge Agreement).

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. The Pledgors have entered into the Euro Bank Pledge Agreement in order to induce the Revolving Euro Lenders and any New Term Euro Lenders to make Revolving Euro Loans and any New Term Euro Loans. Pursuant to Section 5.11 of the Credit Agreement, each Domestic Subsidiary of CCSC, Crown Usco or Crown International that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into the Euro Bank Pledge Agreement as a Pledgor upon becoming a Domestic Subsidiary. Section 23 of the Euro Bank Pledge Agreement provides that such Subsidiaries may become Pledgors under the Euro Bank Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Pledgor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Pledgor under the Euro Bank Pledge Agreement.

Accordingly, the Euro Collateral Agent and the New Pledgor agree as follows:

SECTION 1. In accordance with Section 23 of the Euro Bank Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the Euro Bank Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and the New Pledgor hereby (a) agrees to all the terms and provisions of the Euro Bank Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Pledgor, as security for the payment and performance in full of the Obligations (as defined in the Euro Bank Pledge Agreement), does hereby create and grant to the Euro Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Pledgor’s right, title and interest in and to the Collateral (as defined in the Euro Bank Pledge Agreement) of the New Pledgor. Each reference to a “Pledgor” in the Euro Bank Pledge Agreement shall be deemed to include the New Pledgor. The Euro Bank Pledge Agreement is hereby incorporated herein by reference.

SECTION 2. The New Pledgor represents and warrants to the Euro Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto and different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Euro Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Pledgor and the Euro Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Pledgor hereby represents and warrants that set forth on Schedule I attached hereto is a true and correct schedule of all its Pledged Securities (and such Schedule I shall hereby be deemed to modify and amend Schedule II annexed to the Euro Bank Pledge Agreement).

SECTION 5. Except as expressly supplemented hereby, the Euro Bank Pledge Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Euro Bank Pledge Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 14 of the Euro Bank Pledge Agreement. All communications and notices hereunder to the New Pledgor shall be given to it at the address set forth under its signature hereto.

SECTION 9. The New Pledgor agrees to reimburse the Euro Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Euro Collateral Agent.

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IN WITNESS WHEREOF, the New Pledgor and the Euro Collateral Agent have duly executed this Supplement to the Euro Bank Pledge Agreement as of the day and year first above written.

[Name of New Pledgor]

By:

Name:

Title:

Address:

CITICORP TRUSTEE COMPANY LIMITED,
as Euro Collateral Agent

By:

Name:

Title:

Schedule I to

Supplement No. [    ]

to the Euro Bank Pledge Agreement

Pledged Securities of the New Pledgor

PLEDGED STOCK

Issuer Number of Certificate Registered Owner Number and Class of Shares Percentage of Shares

EX-4.C

Exhibit 4.c

EXECUTION COPY

FIRST AMENDED AND RESTATED CEH PLEDGE AGREEMENT

By

CROWN EUROPEAN HOLDINGS SA,

as Pledgor

and

CITICORP TRUSTEE COMPANY LIMITED,

as Euro Collateral Agent

Dated as of September 1, 2004

TABLE OF CONTENTS

		Page
SECTION 1.	Pledge	5
SECTION 2.	Delivery of the Collateral	7
SECTION 3.	Representations, Warranties and Covenants	7
SECTION 4.	Registration in Nominee Name; Denominations	8
SECTION 5.	Voting Rights; Dividends and Interest, etc	8
SECTION 6.	Remedies upon Default	10
SECTION 7.	Application of Proceeds of Sale	11
SECTION 8.	Euro Collateral Agent Appointed Attorney-in-Fact	11
SECTION 9.	Waivers; Amendment	12
SECTION 10.	Securities Act, etc	12
SECTION 11.	Registration, etc	13
SECTION 12.	Security Interest Absolute	14
SECTION 13.	Termination or Release	14
SECTION 14.	Notices	14
SECTION 15.	Further Assurances	14
SECTION 16.	Binding Effect; Several Agreement; Assignment	14
SECTION 17.	Survival of Agreement; Severability	15
SECTION 18.	GOVERNING LAW	15
SECTION 19.	Counterparts	15
SECTION 20.	Rules of Interpretation	16
SECTION 21.	Jurisdiction; Consent to Service of Process	16
SECTION 22.	WAIVER OF JURY TRIAL	16
SECTION 23.	[Reserved]	16
SECTION 24.	Execution of Financing Statements	17
SECTION 25.	Certain Definitions	17
SCHEDULES
Schedule I	Pledged Equity Interests and Pledged Debt Securities

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FIRST AMENDED AND RESTATED CEH PLEDGE AGREEMENT

FIRST 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, among CROWN EUROPEAN HOLDINGS SA, a société anonyme organized under the laws of France (“Pledgor”), and CITICORP TRUSTEE COMPANY LIMITED, as Euro Collateral Agent (in such capacity, and together with any successors in such capacity, the “Euro Collateral Agent”) for the Applicable Secured Parties (as hereinafter defined).

R E C I T A L S

WHEREAS, on February 26, 2003 (the “Original Effective Date”), the Euro Collateral Agent and the Pledgor entered into the CEH Pledge Agreement (the “Original Agreement”) and the Original Credit Agreement (as hereinafter defined).

WHEREAS, on the Original Effective Date, CROWN Americas, Inc. (f/k/a Crown Cork & Seal Americas, Inc.) (“Crown Usco”), as U.S. borrower, the Pledgor, as Euro borrower, the subsidiary borrowers named therein, Crown Holdings, Inc., Crown International Holdings, Inc. (“Crown International”) and Crown Cork & Seal Company, Inc. (“CCSC”), the lenders from time to time party thereto, Citicorp North America, Inc., as administrative agent, Citibank International plc, as U.K. administrative agent, Deutsche Bank Securities Inc. (“DBSI”), as syndication agent, DBSI and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, ABN AMRO Incorporated, as joint bookrunner, and ABN AMRO Bank N.V., as documentation agent, entered into that certain credit agreement (the “Original Credit Agreement”).

WHEREAS, on the Original Effective Date, (i) Pledgor issued $1.085 billion in aggregate principal amount of Second Priority Dollar Notes (as hereinafter defined) and €285 million in aggregate principal amount of Second Priority Euro Notes (as hereinafter defined), in each case under an indenture dated as of the Original Effective Date among Pledgor, the guarantors named therein and the Second Priority Notes Trustee (as hereinafter defined) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement (as hereinafter defined), the “Second Priority Notes Indenture”) and (ii) each of the Guarantors (as defined in the Second Priority Notes Indenture) guaranteed the Obligations of Pledgor under the Second Priority Notes Indenture (as amended, amended and restated, supplemented or otherwise modified from time to time and together with any future guarantees by the Guarantors of the Obligations of Pledgor under the Second Priority Notes Indenture, the “Second Priority Notes Guarantees”).

WHEREAS, on the Original Effective Date, (i) Pledgor issued $725 million in aggregate principal amount of Third Priority Notes (as hereinafter defined) under an indenture dated as of the Original Effective Date among Pledgor, the guarantors named therein and the Third Priority Notes Trustee (as hereinafter defined) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “Third Priority Notes Indenture”) and (ii) each of the Guarantors (as defined in the Third Priority Notes Indenture) guaranteed the Obligations of Pledgor under the

Third Priority Notes Indenture (as amended, amended and restated, supplemented or otherwise modified from time to time and together with any future guarantees by the Guarantors of the Obligations of Pledgor under the Third Priority Notes Indenture, the “Third Priority Notes Guarantees”).

WHEREAS, on the date hereof, (i) Pledgor intends to issue €350.0 million of First Priority Notes (as hereinafter defined) under an indenture dated as of the date hereof among Pledgor, the guarantors named therein and the First Priority Notes Trustee (as hereinafter defined) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “First Priority Notes Indenture”), the proceeds of which shall be used (together with the proceeds of Loans under the Credit Agreement) to refinance (the “Refinancing”) in full all outstanding Term B Loans (as defined in the Original Credit Agreement) and terminate the Obligations and Commitments (each as defined in the Original Credit Agreement) under the Original Credit Agreement and (ii) each of the Guarantors is guaranteeing the Obligations of Pledgor under the First Priority Notes Indenture (as amended, amended and restated, supplemented or otherwise modified from time to time and together with any future guarantees by the Guarantors of the Obligations of Crown Euroco under the First Priority Notes Indenture, the “First Priority Notes Guarantees”).

WHEREAS, simultaneously with the issuance of the First Priority Notes, Crown Holdings, Crown International, CCSC, Pledgor, as non-U.S. borrower (in such capacity, the “Euro Borrower”), Crown Usco, as U.S. borrower (in such capacity, the “U.S. Borrower”), the subsidiary borrowers named therein (in such capacity, the “Subsidiary Borrowers”, together with the Euro Borrower, the “Non-U.S. Borrowers” and together with the U.S. Borrower, the “Borrowers”) intend to enter into a new senior secured credit agreement dated as of the date hereof (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, the “Credit Agreement”, which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement to the extent permitted by the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture and any refinancing or replacement of the Credit Agreement or one or more successor or replacement facilities whether or not with a different group of agents or lenders and whether or not with different obligors upon the Administrative Agent’s (as hereinafter defined) acknowledgment of the termination of the predecessor Credit Agreement), with the lenders from time to time party thereto (the “Lenders”), Citicorp North America, Inc., as administrative agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”), Citibank International plc, as the U.K. administrative agent (in such capacity together with its successors and assigns in such capacity, the “U.K. Administrative Agent”), Citigroup Global Markets Inc. (“CGMI”), as sole arranger and sole bookrunner in respect of the Term B Facility (in such capacity together with its successors and assigns in such capacity, the “Term B Arranger”), CGMI and Lehman Brothers Inc., as joint lead arrangers and joint bookrunners (in such capacities together with their successors and assigns in such capacities, the “Lead Arrangers”), Lehman Commercial Paper Inc., as syndication agent (in such capacity together with its successors and assigns in such capacity, the “Syndication Agent”), ABN AMRO Bank N.V., BNP Paribas and Calyon New York Branch, as co-documentation agents (in such capacities together with their successors and assigns in such capacities, the “Co-Documentation Agents”), and Bank of America, N.A., as senior managing agent (in such capacity together with its successors

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and assigns in such capacity, the “Senior Managing Agent”), pursuant to which the Lenders have agreed to make certain Loans and issue certain Letters of Credit to or for the account of the U.S. Borrower upon the terms and subject to the conditions set forth in the Credit Agreement.

WHEREAS, pursuant to the Credit Agreement, Pledgor will guarantee the borrowings of the Subsidiary Borrowers in respect of any New Term Euro Loans and the Revolving Euro Loans (the “Parent Guarantee”).

WHEREAS, contemporaneously with the execution and delivery of this Agreement, certain of the direct and indirect Subsidiaries of Pledgor (together with each other Subsidiary of Pledgor that from time to time after the Original Effective Date guarantee the obligations of the Non-U.S. Borrowers under the Credit Agreement and the other Loan Documents, the “Guarantors”) will guarantee the Obligations of the Non-U.S. Borrowers under the Credit Agreement and the other Loan Documents (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time and together with any further guarantees by the Guarantors of the Obligations of the Non-U.S. Borrowers under the Credit Agreement, the “Credit Guarantees”).

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Développement SAS (“Crown SAS”), Pledgor or any of its subsidiaries may enter into one or more Hedging Agreements (collectively, the “Bank Related Hedging Agreements”) with one or more Lenders or their respective Affiliates or any other Person permitted under the Credit Agreement at the time such Bank Related Hedging Agreement is entered into (individually, a “Bank Related Hedging Exchanger” and, collectively, the “Bank Related Hedging Exchangers”) and it is desired that the obligations of Crown SAS, Pledgor or any of its subsidiaries under such Bank Related Hedging Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Hedging Obligations”), be secured by a Lien on and a security interest in the Collateral pursuant to this Agreement; provided that for any Bank Related Hedging Exchanger to receive the benefit of such Lien on and security interest in the Collateral, it shall execute and deliver to the Euro Collateral Agent an acknowledgment to the Euro Intercreditor Agreement (as hereinafter defined) in the form annexed thereto (each such acknowledgment, an “Intercreditor Acknowledgment”), agreeing to be bound by the terms thereof at any time prior to the payment in full of the Bank Indebtedness (as defined in the Euro Intercreditor Agreement).

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown SAS, Pledgor or any of its subsidiaries may enter into one or more Bank Related Cash Management Agreements (as defined in the Euro Intercreditor Agreement) with one or more Lenders or their respective Affiliates or any other Person permitted under the Credit Agreement at the time such Bank Related Cash Management Agreement is entered into (individually, a “Bank Related Cash Management Exchanger” and, collectively, the “Bank Related Cash Management Exchangers”) and it is desired that the obligations of Crown SAS, Pledgor or any of its subsidiaries under such Bank Related Cash Management Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Cash Management Obligations”), be secured by a Lien on and a security interest in the Collateral pursuant to this Agreement; provided that for any Bank Related Cash Management Exchanger to receive the benefit of such Lien on and security

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interest in the Collateral, it shall execute and deliver to the Euro Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof at any time prior to the payment in full of the Bank Indebtedness.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Pledgor may incur certain Additional First Priority Bank Indebtedness (as hereinafter defined) pursuant to the applicable Loan Documents (as hereinafter defined) and the Indentures, which Additional First Priority Bank Indebtedness will be secured by all of the Collateral.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the Indentures, any Euro Permitted Issuer may issue certain Additional First Priority Capital Markets Indebtedness (as hereinafter defined) which may be guaranteed by the Pledgor, pursuant to the applicable Additional First Priority Capital Markets Indebtedness Documents, which Additional First Priority Capital Markets Indebtedness will be secured by all or any part of the Collateral; provided that for any holder of any Additional First Priority Capital Markets Indebtedness to receive the benefit of such security, it shall cause its Additional First Priority Capital Markets Indebtedness Representative (as hereinafter defined) to execute and deliver to the Euro Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the Indentures, any Euro Permitted Issuer may issue certain Additional Second Priority Indebtedness (as hereinafter defined), which may be guaranteed by the Pledgor, pursuant to the applicable Additional Second Priority Indebtedness Documents which Additional Second Priority Indebtedness may be secured by all or any part of the Collateral; provided that for any holder of any Additional Second Priority Indebtedness to receive the benefit of this Agreement, it shall cause an Additional Second Priority Indebtedness Representative (as hereinafter defined) to execute and deliver to the Euro Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the Indentures, any Euro Permitted Issuer may issue certain Additional Third Priority Indebtedness (as hereinafter defined), which may be guaranteed by the Pledgor, pursuant to the applicable Additional Third Priority Indebtedness Documents, which Additional Third Priority Indebtedness may be secured by all or any part of the Collateral; provided that for any holder of any Additional Third Priority Indebtedness to receive the benefit of this Agreement, it shall cause an Additional Third Priority Indebtedness Representative (as hereinafter defined) to execute and deliver to the Euro Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof.

WHEREAS, on the Original Effective Date, CCSC, Crown Holdings, Euro Collateral Agent, Euro Borrower, certain subsidiaries of Euro Borrower party thereto, the U.K. Administrative Agent, the other parties thereto and any other persons who may from time to time become party thereto entered into that certain Euro Intercreditor and Collateral Agency Agreement, which agreement is being amended and restated as of the date hereof to give effect to the Credit Agreement, the First Priority Notes and the security interests contemplated herein (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Euro Intercreditor Agreement”).

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WHEREAS, Pledgor will receive substantial benefits from the execution, delivery and performance of the obligations under the Financing Documents and is, therefore, willing to enter into this Agreement.

WHEREAS, Pledgor is or, as to Collateral acquired by such Pledgor after the date hereof will be, the legal and/or beneficial owner of the Collateral pledged by it hereunder.

WHEREAS, this Agreement is given by Pledgor in favor of the Euro Collateral Agent for the benefit of, in the case of the Equity Interests Collateral (as hereinafter defined), the First Priority Bank Secured Parties (as hereinafter defined), and in the case of the Debt Securities Collateral, the Secured Parties.

NOW THEREFORE, in consideration of the foregoing and other benefits accruing Pledgor, the receipt and sufficiency of which are hereby acknowledged, Pledgor hereby makes the following representations and warranties to the Euro Collateral Agent for the benefit of the Applicable Secured Parties (and each of their respective successors and assigns), as follows:

SECTION 1. Pledge. (a) As security for the payment and performance, as the case may be, in full of the First Priority Bank Obligations only, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for the ratable benefit of the First Priority Bank Secured Parties, a first priority security interest in all of Pledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it listed on Schedule I hereto and any shares of capital stock and other Equity Interests of any Subsidiary obtained or formed in the future by the Pledgor to the extent required by the Credit Agreement (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a Subsidiary of the Pledgor to issue directors’ qualifying shares, such qualifying shares; (b) all other property that may be delivered to and held by the Euro Collateral Agent pursuant to the terms hereof; (c) subject to Section 5, all payments of dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Equity Interests Collateral”).

(b) The following Liens on the Debt Securities Collateral are hereby granted:

1. As security for the payment and performance, as the case may be, in full of the First Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors

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and assigns, for the benefit of the First Priority Secured Parties, a first priority security interest in all of Pledgor’s right, title and interest in, to and under the Debt Securities Collateral.

2. As security for the payment and performance, as the case may be, in full of the Second Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for the benefit of the Second Priority Secured Parties, a second priority security interest in all of Pledgor’s right, title and interest in, to and under the Debt Securities Collateral.

3. As security for the payment and performance, as the case may be, in full of the Third Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for the benefit of the Third Priority Secured Parties, a third priority security interest in all of Pledgor’s right, title and interest in, to and under the Debt Securities Collateral.

Upon delivery to the Euro Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Euro Collateral Agent and by such other instruments and documents as the Euro Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Euro Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule I and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered.

TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Euro Collateral Agent, its successors and assigns, for the benefit of the Applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that if (i) any Existing Public Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Public Debt or (ii) the Existing Public Debt ceases to be outstanding or no longer restricts the ability of the Pledgor to pledge Restricted Securities without also securing the Existing Public Debt, then the Obligations secured hereunder shall be

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equal to the maximum aggregate amount of Obligations outstanding under the Financing Documents. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

Notwithstanding the foregoing, Pledgor hereby affirms its prior grant of security interests under the Original Agreement for the benefit of the Second Priority Secured Parties and the Third Priority Secured Parties and it is expressly understood and agreed that all security interests, assignment and liens granted by Pledgor for the benefit of the Second Priority Secured Parties and the Third Priority Secured Parties in the Original Agreement are not terminated hereby, but continue and remain in full force and effect, subject to the terms and provisions hereof.

SECTION 2. Delivery of the Collateral. (a) Pledgor agrees promptly to deliver or cause to be delivered to the Euro Collateral Agent any and all Pledged Securities, and any and all certificates or other instruments or documents representing the Collateral.

(b) Subject to the provisions of Article VI of the Credit Agreement, Pledgor will cause any Indebtedness for borrowed money owed to Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Euro Collateral Agent pursuant to the terms hereof.

SECTION 3. Representations, Warranties and Covenants. Pledgor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Euro Collateral Agent that:

(a) the Pledged Stock represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto;

(b) except for the security interest granted hereunder, such Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto or as other wise permitted under the Credit Agreement, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by the Pledgor or otherwise, to be forthwith deposited with the Euro Collateral Agent and pledged or assigned hereunder;

(c) Pledgor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever;

(d) no consent of any other Person (including stockholders or creditors of Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby;

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(e) by virtue of the execution and delivery by the Pledgor of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Euro Collateral Agent in accordance with this Agreement, and subject to the completion of certain post-closing obligations described in Schedule 5.20 to the Credit Agreement, the Euro Collateral Agent will obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations;

(f) the pledge effected hereby is effective to vest in the Euro Collateral Agent, on behalf of the Applicable Secured Parties, the rights of the Euro Collateral Agent in the Collateral as set forth herein;

(g) all of the Pledged Stock has been duly authorized and validly issued and is fully paid and nonassessable;

(h) all information set forth herein relating to the Pledged Securities is accurate and complete in all material respects as of the date hereof; and

(i) the pledge of the Pledged Securities pursuant to this Agreement does not violate Regulation U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

SECTION 4. Registration in Nominee Name; Denominations. The Euro Collateral Agent, on behalf of the Applicable Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Pledgor, endorsed or assigned in blank or in favor of the Euro Collateral Agent; provided that the Euro Collateral Agent shall not exercise such right without the consent of the Non-U.S. Borrowers in the event an Event of Default is not continuing. Pledgor will promptly give to the Euro Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. The Euro Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing:

(i) Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Financing Documents; provided, however, that such Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Applicable Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Applicable Secured Parties to exercise the same;

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(ii) The Euro Collateral Agent shall execute and deliver to Pledgor, or cause to be executed and delivered to Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below; and

(iii) Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the other Financing Documents and applicable laws. All noncash dividends, interest and principal and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Euro Collateral Agent and shall be forthwith delivered to the Euro Collateral Agent in the same form as so received (with any necessary endorsement).

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor to dividends, interest or principal that Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Euro Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal. All dividends, interest or principal received by the Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Euro Collateral Agent, shall be segregated from other property or funds of Pledgor and shall be forthwith delivered to the Euro Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Euro Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Euro Collateral Agent in an account to be established by the Euro Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7. After all Events of Default have been cured or waived, the Euro Collateral Agent shall, within five (5) Business Days after all such Events of Default have been cured or waived, repay to Pledgor all cash dividends, interest or principal (without interest), that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise

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pursuant to paragraph (a)(i) of this Section 5, and the obligations of the Euro Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Euro Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise required pursuant to the provisions of the Euro Intercreditor Agreement, the Euro Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgor to exercise such rights and such permission shall be deemed to have been granted absent notice to the contrary to the Pledgor from the Euro Collateral Agent. After all Events of Default have been cured or waived, such Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

SECTION 6. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Euro Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Euro Collateral Agent shall deem appropriate. The Euro Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Euro Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and, to the extent permitted by applicable law, the Pledgor hereby waive all rights of redemption, stay, valuation and appraisal Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Euro Collateral Agent shall give a Pledgor ten (10) days’ prior written notice (which Pledgor agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Euro Collateral Agent’s intention to make any sale of such Pledgor’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Euro Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Euro Collateral Agent may (in its sole and absolute discretion) determine. The Euro Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Euro Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Euro Collateral Agent until the sale price is paid in full by the purchaser or purchasers

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thereof, but the Euro Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay, valuation or appraisal on the part of Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such Secured Party from Pledgor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Euro Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Euro Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Euro Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

SECTION 7. Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 6, as well as any Collateral consisting of cash, shall be applied by the Euro Collateral Agent as provided in the Euro Intercreditor Agreement.

The Euro Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Euro Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Euro Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Euro Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 8. Euro Collateral Agent Appointed Attorney-in-Fact. Pledgor hereby appoints the Euro Collateral Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Euro Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest provided that the Euro Collateral Agent shall only take any action pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, the Euro Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Euro Collateral Agent’s name or in the name of such Pledgor, to ask for, demand, sue for, collect, receive and

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give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Euro Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Euro Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect therefor any property covered thereby. The Euro Collateral Agent and the other Applicable Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 9. Waivers; Amendment. (a) No failure or delay of the Euro Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Euro Collateral Agent hereunder and of the other Applicable Secured Parties under the other Financing Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Financing Document or consent to any departure by Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Pledgor in any case shall entitle such Pledgor or any other Pledgor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Euro Collateral Agent (as directed by the Requisite Obligees specified in the Euro Intercreditor Agreement) and the Pledgor with respect to which such waiver, amendment or modification is to apply.

SECTION 10. Securities Act, etc. In view of the position of Pledgor in relation to the Pledged Securities, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Securities permitted hereunder. Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Euro Collateral Agent if the Euro Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Euro Collateral Agent in any attempt to dispose of all or part of the

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PledgedSecurities under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Pledgor recognizes that in light of such restrictions and limitations the Euro Collateral Agent may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Euro Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Euro Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price that the Euro Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 10 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Euro Collateral Agent sells.

SECTION 11. Registration, etc. Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Euro Collateral Agent desires to sell any of the Pledged Securities of such Pledgor at a public sale, it will, at any time and from time to time, upon the written request of the Euro Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Euro Collateral Agent to permit the public sale of such Pledged Securities. Pledgor further agrees to indemnify, defend and hold harmless the Euro Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Euro Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Euro Collateral Agent or any other Secured Party expressly for use therein. Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Euro Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Pledgor will bear all costs and expenses of carrying out its obligations under this Section 11. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 11 may be specifically enforced.

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SECTION 12. Security Interest Absolute. All rights of the Euro Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, the Euro Intercreditor Agreement, any other Financing Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Euro Intercreditor Agreement, any other Financing Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

SECTION 13. Termination or Release. (a) This Agreement and the security interest shall terminate pursuant to an in accordance with the terms of Euro Intercreditor Agreement; provided, however, this Agreement and the security interest shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Pledgor upon the bankruptcy or reorganization of any Pledgor or otherwise.

(b) In connection with any release of Collateral, release of Pledgor from or termination of this Agreement pursuant to and in accordance with the terms of the Euro Intercreditor Agreement, the Collateral Agent shall execute and deliver to the applicable Pledgor, at such Pledgor’s expense, all UCC termination statements and such other documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of such UCC termination statements and other documents pursuant to this Section 13 shall be without recourse to or warranty by the Euro Collateral Agent.

SECTION 14. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement.

SECTION 15. Further Assurances. Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Euro Collateral Agent may at any time reasonably request in connection with the administration and enforcement of this Agreement or with respect to the Collateral or any part thereof or in order better to assure and confirm unto the Euro Collateral Agent its rights and remedies hereunder.

SECTION 16. Binding Effect; Several Agreement; Assignment. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of Pledgor that are contained in this Agreement shall bind and inure to the benefit of its

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successors and assigns. This Agreement (as amended and restated as of the date hereof) shall become effective as to Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Euro Collateral Agent and a counterpart hereof shall have been executed on behalf of the Euro Collateral Agent, and thereafter shall be binding upon Pledgor and the Euro Collateral Agent and their respective successors and assigns, and shall inure to the benefit of Pledgor, the Euro Collateral Agent and the Applicable Secured Parties, and their respective successors and assigns, except that no Pledgor shall have the right to assign its rights hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Financing Documents. This Agreement shall be construed as a separate agreement with respect to Pledgor and may be amended, modified, supplemented, waived or released with respect to Pledgor without the approval of any other Pledgor and without affecting the obligations of any other Pledgor hereunder.

SECTION 17. Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Financing Document shall be considered to have been relied upon by the Euro Collateral Agent and the Applicable Secured Parties and shall survive the making by the Lenders of the Loans, and the Lender’s issuance of and participations in Letters of Credit, the issuance of the First Priority Notes, the Second Priority Notes and the Third Priority Notes, regardless of any investigation made by the Applicable Secured Parties or on their behalf, and shall continue in full force and effect until this Agreement shall terminate.

(b) In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

SECTION 18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract, and shall become effective as provided in Section 16. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

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SECTION 20. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting this Agreement.

SECTION 21. Jurisdiction; Consent to Service of Process. (a) Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement or the other Financing Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court referred to in paragraph (a) of this Section. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement shall affect any right that the Euro Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Pledgor or its properties in the courts of any jurisdiction.

(b) Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Financing Documents in any New York State or Federal court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 22. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 23. [Reserved].

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SECTION 24. Execution of Financing Statements. Pursuant to Section 9-509 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions, Pledgor authorizes the Euro Collateral Agent to file financing statements with respect to the Collateral owned by it without the signature of such Pledgor in such form and in such filing offices as the Euro Collateral Agent reasonably determines appropriate to perfect the security interests of the Euro Collateral Agent under this Agreement. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

SECTION 25. Certain Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Credit Agreement. For the purposes of this Agreement, the following terms shall have the following meaning:

“Additional First Priority Bank Indebtedness” means New Term Euro Loans incurred by Pledgor pursuant to the Credit Agreement, which indebtedness is secured by a first priority Lien on the Collateral.

“Additional First Priority Capital Markets Indebtedness” means any unsubordinated indebtedness of a Euro Permitted Issuer issued or incurred after the date hereof (other than Additional First Priority Bank Indebtedness), to the extent permitted to be incurred by the Credit Agreement and each other Financing Document, which indebtedness is secured by a first priority Lien on the Collateral.

“Additional First Priority Capital Markets Indebtedness Documents” means any indenture, debenture, note, guaranty, purchase agreement or other document executed by a Euro Permitted Issuer in connection with the issuance of any such Additional First Priority Capital Markets Indebtedness.

“Additional First Priority Capital Markets Indebtedness Representative” means any trustee or similar representative of the holders of Additional First Priority Capital Markets Indebtedness.

“Additional Second Priority Indebtedness” means unsubordinated indebtedness of a Euro Permitted Issuer issued or incurred after the Original Effective Date, to the extent permitted to be incurred by the Credit Agreement and each other Financing Document, which indebtedness is secured by a second priority Lien on the Collateral.

“Additional Second Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement or other document executed by a Euro Permitted Issuer in connection with the issuance of any such Additional Second Priority Indebtedness.

“Additional Second Priority Indebtedness Representative” means any trustee or similar representative of the holders of any such Additional Second Priority Indebtedness.

“Additional Third Priority Indebtedness” means unsubordinated indebtedness of a Euro Permitted Issuer issued or incurred after the Original Effective Date, to the extent permitted to be incurred by the Credit Agreement and each other Financing Document, which indebtedness is secured by a third priority Lien on the Collateral.

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“Additional Third Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement or other document executed by a Euro Permitted Issuer in connection with the issuance of any such Additional Third Priority Indebtedness.

“Additional Third Priority Indebtedness Representative” means any trustee or similar representative of the holders of any such Additional Third Priority Indebtedness.

“Crown Usco” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Administrative Agent” shall have the meaning assigned to such term in the preamble to this First Amended and Restated CEH Pledge Agreement.

“Applicable Secured Parties” means the First Priority Bank Secured Parties only, in the case of Equity Interests Collateral, and the Secured Parties, in the case of Debt Securities Collateral, as the context requires.

“Bank Related Cash Management Exchanger” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Bank Related Cash Management Obligations” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Bank Related Hedging Agreements” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Bank Related Hedging Exchanger” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Bank Related Hedging Obligations” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Borrowers” shall have the meaning assigned to such term in the Recitals to this Agreement.

“CCSC” shall have the meaning assigned to such term in the Recitals to this Agreement.

“CGMI” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Collateral” means the Equity Interests Collateral and the Debt Securities Collateral.

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“Co-Documentation Agents” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Credit Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Credit Guarantees” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Crown International” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Crown SAS” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Crown Usco” shall have the meaning assigned to such term in the Recitals to this Agreement.

“DBSI” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Debt Securities Collateral” shall mean, collectively, (i) all debt securities issued to Pledgor (including, without limitation, those listed opposite the name of Pledgor on Schedule I hereto), (ii) all debt securities, in the future issued to Pledgor and (iii) all promissory notes and any other instruments evidencing such debt securities; (b) all other property that may be delivered to and held by the Euro Collateral Agent pursuant to the terms hereof; (c) subject to Section 5, all payments of principal or interest, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clause (b) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any and all of the foregoing.

“Default” shall mean (a) with respect to the Equity Interests Collateral, any “Default” under the Credit Agreement as such term is defined in the Credit Agreement until all First Priority Bank Obligations under the Credit Agreement, the other Loan Documents, the Bank Related Hedging Agreements and the Bank Related Cash Management Agreements have been indefeasibly repaid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral (as defined in the Credit Agreement) and all Letters of Credit issued in connection with the Credit Agreement have terminated, (b) with respect to the Debt Securities Collateral, (i) any “Default” under the Credit Agreement as such term is defined in the Credit Agreement until all First Priority Bank Obligations under the Credit Agreement, the other Loan Documents, the Bank Related Hedging Agreements and the Bank Related Cash Management Agreements have been indefeasibly repaid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral (as defined in the Credit Agreement) and all Letters of Credit issued in connection with the Credit Agreement have terminated, (ii) thereafer shall mean any “Default” under any First Priority Capital Markets Indebtedness Document until all First Priority Obligations under such First Priority Capital Markets Indebtedness

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Documents have been indefeasibly repaid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral, (iii) thereafter shall mean any “Default” under any Second Priority Indebtedness Document until all Second Priority Obligations have been indefeasibly repaid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral, and (iv) thereafter shall mean any “Default” under any Third Priority Indebtedness Document.

“Equity Interests Collateral” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Euro Borrower” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Euro Collateral Agent” shall have the meaning assigned to such term in the preamble to this Agreement.

“Euro Intercreditor Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Euro Permitted Issuer” means Crown Euroco or any direct special purpose finance Subsidiary of Crown Euroco formed solely to be the issuer of any Refinancing Plan Indebtedness; provided that such person becomes a Loan Party and complies with Section 5.11 of the Credit Agreement.

“Event of Default” shall mean (a) with respect to the Equity Interests Collateral, any “Default” under the Credit Agreement as such term is defined in the Credit Agreement until all First Priority Bank Obligations under the Credit Agreement, the other Loan Documents, the Bank Related Hedging Agreements and the Bank Related Cash Management Agreements have been indefeasibly repaid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral (as defined in the Credit Agreement) and all Letters of Credit issued in connection with the Credit Agreement have terminated, (b) with respect to the Debt Securities Collateral, (i) any “Default” under the Credit Agreement as such term is defined in the Credit Agreement until all First Priority Bank Obligations under the Credit Agreement, the other Loan Documents, the Bank Related Hedging Agreements and the Bank Related Cash Management Agreements have been indefeasibly repaid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral (as defined in the Credit Agreement) and all Letters of Credit issued in connection with the Credit Agreement have terminated, (ii) shall mean any “Event of Default” under any First Priority Indebtedness Document until all First Priority Obligations under such First Priority Indebtedness Documents have been indefeasibly repaid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any Collateral, (iii) thereafter shall mean any “Event of Default” under any Second Priority Indebtedness Document until all Second Priority Obligations under such Second Priority Indebtedness Documents have been indefeasibly repaid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral, and (iv) thereafter shall mean any “Event of Default” under the Third Priority Notes Indenture.

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“Exempted Indebtedness” shall mean any Indebtedness or other obligation which would be considered “Exempted Indebtedness” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt as such indenture, agreement or instrument is in effect on the Original Effective Date.

“Federal Securities Laws” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Financing Documents” means, collectively, (i) in the case of the Equity Interest Collateral, the Loan Documents, the Bank Related Hedging Agreements and the Bank Related Cash Management Agreements and (ii) in the case of the Debt Securities Collateral, the Loan Documents, the Bank Related Hedging Agreements, the Bank Related Cash Management Agreements, the First Priority Notes Documents, the Second Priority Notes Documents, the Third Priority Notes Documents, the Additional First Priority Indebtedness Documents, the Additional Second Priority Indebtedness Documents and the Additional Third Priority Indebtedness Documents.

“First Priority Bank Obligations” shall mean, collectively, the following:

(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of the Pledgor to the Lenders, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents;

(ii) to the extent any Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger has executed and delivered to the Euro Collateral Agent an Intercreditor Acknowledgment in accordance with the provisions of the Euro Intercreditor Agreement, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations owing by the Pledgor to the Bank Related Hedging Exchanger party or the Bank Related Cash Management Exchanger party, respectively, whether now existing or hereafter incurred, arising out of or in connection with such Bank Related Hedging Agreement or such Bank Related Cash Management Agreement, respectively, and the due performance and compliance by the Pledgor with all the terms, conditions and agreements contained therein;

(iii) any and all sums advanced by the Euro Collateral Agent pursuant to this Agreement in order to preserve the Collateral or protect its lien and security interest in the Collateral;

(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Pledgor, after an Event of Default shall have occurred and be continuing, all reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, in connection with such collection of enforcement or of any exercise by the Euro Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and disbursements and court costs; and

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(v) any and all renewals, extensions and modifications of any of the obligations and liabilities referred to in clauses (i) through (iv) above, whether outstanding on the date hereof or extended from time hereafter, inclusive.

“First Priority Bank Secured Parties” shall mean (a) the Euro Collateral Agent (for its benefit and the benefit of the Lenders (including any Lenders of Additional First Priority Bank Indebtedness) and the other Agents), (b) U.K. Administrative Agent, (c) the Bank Related Hedging Exchangers who have executed and delivered an Intercreditor Acknowledgment, if any, and (d) the Bank Related Cash Management Exchangers who have executed and delivered an Intercreditor Acknowledgment, if any.

“First Priority Notes” means (a) the €350.0 million in aggregate principal amount of 6¼% First Priority Senior Secured Notes due 2011 of Pledgor issued on the date hereof and any exchange notes which are issued in a registered exchange offer for such notes and (b) any additional 6¼% First Priority Senior Secured Notes due 2011 of Pledgor, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the First Priority Notes Indenture.

“First Priority Notes Documents” shall mean the First Priority Notes Indenture, the First Priority Notes, the First Priority Notes Guarantees and any other document executed by Pledgor or any Guarantor in connection with the issuance of the First Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“First Priority Notes Guarantees” shall have the meaning assigned to such term in the Recitals to this Agreement.

“First Priority Notes Indenture” shall have the meaning assigned to such term in the Recitals to this Agreement.

“First Priority Notes Trustee” means Wells Fargo Bank, N.A., together with its successors and assigns in such capacity, as trustee for the holders of the First Priority Notes.

“First Priority Obligations” shall mean, collectively, the following:

(vi) the First Priority Bank Obligations; and

(vii) full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all Obligations of Pledgor to the holders of the First Priority Notes or any Additional First Priority Capital Markets Indebtedness, as the case may be, whether now existing or hereafter incurred under, arising out of, or in connection with the First Priority Notes Documents or any Additional First Priority Capital Markets

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Indebtedness Document, as the case may be, and the due performance and compliance by Pledgor with all of the terms, conditions and agreements contained in any First Priority Notes Documents or any Additional First Priority Capital Markets Indebtedness Document, as the case may be.

“First Priority Secured Parties” shall mean (a) the First Priority Bank Secured Parties, (b) the First Priority Notes Trustee (for its benefit and the benefit of the holders of the First Priority Notes) and (c) in the event any obligations in respect of Additional First Priority Capital Markets Indebtedness are to be secured by this Agreement, the Additional First Priority Capital Markets Indebtedness Representative in respect of such Additional First Priority Capital Markets Indebtedness (for its benefit and for the benefit of the holders of such Additional First Priority Capital Markets Indebtedness).

“Guarantors” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Indentures” shall mean the First Priority Notes Indenture, the Second Priority Notes Indenture, the Third Priority Notes Indenture and any indentures entered into by a Permitted Issuer in connection with any Additional First Priority Capital Markets Indebtedness, Additional Second Priority Indebtedness and Additional Third Priority Indebtedness.

“Intercreditor Acknowledgment” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Lead Arrangers” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Lenders” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Non-U.S. Borrower” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Obligations” shall mean, collectively, the First Priority Obligations, the Second Priority Obligations and the Third Priority Obligations.

“Original Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Original Credit Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Original Effective Date” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Parent Guarantee” shall have the meaning assigned to such term in the Recitals to this Agreement.

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“Pledged Securities” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Pledged Stock” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Pledgor” shall have the meaning assigned to such term in the preamble to this Agreement.

“Refinancing” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Restricted Secured Indebtedness” shall mean, at any time, the portion of the Obligations constituting Exempted Indebtedness that is equal to the maximum aggregate amount of Exempted Indebtedness that may be secured at such time without causing any Existing Unsecured Debt to be required to be equally and ratably secured, which “Restricted Secured Indebtedness” shall (i) first, secure the First Priority Obligations, (ii) second, secure the Second Priority Obligations and (iii) third, secure the Third Priority Obligations.

“Restricted Securities” shall mean any shares of capital stock or evidences of indebtedness for borrowed money issued by any Restricted Subsidiary and owned by CCSC or any Restricted Subsidiary.

“Restricted Subsidiary” means any subsidiary of CCSC that would be considered a “Restricted Subsidiary” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt as such indentures, agreements or instruments are in effect on the Original Effective Date.

“Second Priority Dollar Notes” means (a) the $1.085 billion in aggregate principal amount of 9½% Second Priority Senior Secured Notes due 2011 of Pledgor issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (b) any additional 9½% Second Priority Senior Secured Notes due 2011 of Pledgor, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

“Second Priority Euro Notes” means (a) the €285 million in aggregate principal amount of 10¼% Second Priority Senior Secured Notes due 2011 of Pledgor issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (b) any additional 10¼% Second Priority Senior Secured Notes due 2011 of a Euro Permitted Issuer, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

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“Second Priority Notes” means the Second Priority Dollar Notes and the Second Priority Euro Notes.

“Second Priority Notes Documents” means the Second Priority Notes Indenture, the Second Priority Notes, the Second Priority Notes Guarantees and any other document executed by Pledgor or any Guarantor in connection with the issuance of the Second Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Second Priority Notes Guarantees” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Second Priority Notes Indenture” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Second Priority Notes Trustee” means Wells Fargo Bank, N.A., together with its successors and assigns in such capacity, as trustee for the holders of the Second Priority Notes.

“Second Priority Obligations” shall mean the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of Pledgor to the holders of the Second Priority Notes or of Indebtedness issued pursuant to any Additional Second Priority Indebtedness Document, whether now existing or hereafter incurred under, arising out of, or in connection with, the Second Priority Notes Documents or any Additional Second Priority Indebtedness Document and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Second Priority Notes Indenture or any Additional Second Priority Indebtedness Document.

“Second Priority Secured Parties” shall mean (a) the Second Priority Notes Trustee (for its benefit and for the benefit of the holders of the Second Priority Notes) and (b) in the event any obligations in respect of any Additional Second Priority Indebtedness are to be secured by this Agreement, the Additional Second Priority Indebtedness Representative in respect of such Additional Second Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Second Priority Indebtedness).

“Secured Parties” shall mean the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties.

“Subsidiary Borrowers” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Syndication Agent” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Term B Arranger” shall have the meaning assigned to such term in the Recitals to this Agreement.

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“Third Priority Notes” means (a) the $725 million in aggregate principal amount of 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of Pledgor issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (b) any additional 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of Pledgor, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the Third Priority Notes Indenture.

“Third Priority Notes Documents” means the Third Priority Notes Indenture, the Third Priority Notes, the Third Priority Notes Guarantees and any other document executed by Pledgor or any Guarantor in connection with the issuance of the Third Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Third Priority Notes Guarantees” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Third Priority Notes Indenture” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Third Priority Notes Trustee” means Wells Fargo Bank, N.A., together with its successors and assigns in such capacity, as trustee for the holders of the Third Priority Notes.

“Third Priority Obligations” shall mean the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of Pledgor to the holders of the Third Priority Notes or Indebtedness issued pursuant to any Additional Third Priority Indebtedness Document, whether now existing or hereafter incurred under, arising out of, or in connection with, the Third Priority Notes Documents or any Additional Third Priority Indebtedness Document and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Third Priority Notes Indenture or any Additional Third Priority Indebtedness Document.

“Third Priority Secured Parties” shall mean (a) the Third Priority Notes Trustee (for its benefit and for the benefit of the holders of the Third Priority Notes) and (b) in the event any obligations in respect of any Additional Third Priority Indebtedness are to be secured by this Agreement, the Additional Third Priority Indebtedness Representative in respect of such Additional Third Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Third Priority Indebtedness).

“U.K. Administrative Agent” shall have the meaning assigned to such term in the Recitals to this Agreement.

“U.S. Borrower” shall have the meaning assigned to such term in the Recitals to this Agreement.

[Signature Pages Follow]

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CROWN EUROPEAN HOLDINGS SA, as Pledgor
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact

Amended and Restated CEH Pledge Agreement

Crown European Holdings SA

September 2004

CITICORP TRUSTEE COMPANY LIMITED, as Euro Collateral Agent
By:	/s/ David Mares
Name:	David Mares
Title:	Director

Amended and Restated CEH Pledge Agreement

Crown European Holdings SA

September 2004

Schedule I to the

Pledge Agreement

Pledged Equity Interests

Securing the First Priority Bank Obligations only.

None.

Debt Security

Securing the First Priority Obligations, the Second Priority Obligations and the Third Priority Obligations, as their interest may appear.

Issuer	Payee	Principal Amount		Date of Note	Maturity Date
Crown European Holdings SA	CROWN Verpakking Nederland NV	$	76,490,000	February 26, 2003	March 2013
Crown European Holdings SA	CROWN Americas, Inc.	$	367,615,000	September 1, 2004	September 1, 2011

That certain note issued by Crown Cork & Seal Company, Inc. to the order of Crown European Holdings SA dated as of February 26, 2003 in the original principal amount of $634,420,000.

EX-4.D

Exhibit 4.d

EXECUTION COPY

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, INC.,

as Collateral Agent

Dated as of September 1, 2004

TABLE OF CONTENTS

		Page
SECTION 1.	Pledge	8
SECTION 2.	Delivery of the Collateral	10
SECTION 3.	Representations, Warranties and Covenants	10
SECTION 4.	Registration in Nominee Name; Denominations	11
SECTION 5.	Voting Rights; Dividends and Interest, etc.	11
SECTION 6.	Remedies upon Default	13
SECTION 7.	Application of Proceeds of Sale	14
SECTION 8.	Collateral Agent Appointed Attorney-in-Fact	14
SECTION 9.	Waivers; Amendment	15
SECTION 10.	Securities Act, etc.	15
SECTION 11.	Registration, etc.	16
SECTION 12.	Security Interest Absolute	17
SECTION 13.	Termination or Release	17
SECTION 14.	Notices	18
SECTION 15.	Further Assurances	18
SECTION 16.	Binding Effect; Several Agreement; Assignment	18
SECTION 17.	Survival of Agreement; Severability	18
SECTION 18.	GOVERNING LAW	19
SECTION 19.	Counterparts	19
SECTION 20.	Rules of Interpretation	19
SECTION 21.	Jurisdiction; Consent to Service of Process	19
SECTION 22.	WAIVER OF JURY TRIAL	20
SECTION 23.	Additional Pledgors	20
SECTION 24.	Execution of Financing Statements	20
SECTION 25.	U.S. Intercreditor Agreement	21
SECTION 26.	Certain Definitions	21
	SCHEDULES
Schedule I	Domestic Subsidiaries
Schedule II	Pledged Stock and Pledged Debt Securities

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FIRST AMENDED AND RESTATED SHARED PLEDGE AGREEMENT

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 capacity, and together with any successors in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined).

R E C I T A L S :

WHEREAS, on February 26, 2003 (the “Original Effective Date”), the Collateral Agent and the Pledgors entered into the Shared Pledge Agreement (the “Original Agreement”) and the Original Credit Agreement (as hereinafter defined).

WHEREAS, on the Original Effective Date, Crown Usco, as U.S. borrower, Crown European Holdings SA, a société anonyme organized under the laws of France (“Crown Euroco”), as non-U.S. borrower, the subsidiary borrowers named therein, Crown Holdings, Crown International, CCSC, the lenders from time to time party thereto, Citicorp North America, Inc., as administrative agent, Citibank International plc, as U.K. administrative agent, Deutsche Bank Securities Inc. (“DBSI”), as syndication agent, DBSI and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, ABN AMRO Incorporated, as joint bookrunner, and ABN AMRO Bank N.V., as documentation agent, entered into that certain credit agreement (the “Original Credit Agreement”).

WHEREAS, on the Original Effective Date, (i) Crown Euroco issued $1.085 billion in aggregate principal amount of Second Priority Dollar Notes (as hereinafter defined) and €285 million in aggregate principal amount of Second Priority Euro Notes (as hereinafter defined), in each case under an indenture dated as of the Original Effective Date among Crown Euroco, the guarantors named therein and the Second Priority Notes Trustee (as hereinafter defined) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement (as hereinafter defined), the “Second Priority Notes Indenture”), and (ii) each of the Guarantors (as defined in the Second Priority Notes Indenture) guaranteed the Obligations of Crown Euroco under the Second Priority Notes Indenture (as amended, amended and restated, supplemented or otherwise modified from time to time and together with any future guarantees by the Guarantors of the Obligations of Crown Euroco under the Second Priority Notes Indenture, the “Second Priority Notes Guarantees”).

WHEREAS, on the Original Effective Date, (i) Crown Euroco issued $725 million in aggregate principal amount of Third Priority Notes (as hereinafter defined) under an indenture dated as of the Original Effective Date among Crown Euroco, the guarantors named therein and the Third Priority Notes Trustee (as hereinafter defined) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “Third Priority Notes Indenture”) and (ii) each of the Guarantors (as defined in the Third Priority Notes Indenture) guaranteed the Obligations of Crown Euroco under the Third Priority Notes Indenture (as amended, amended and restated, supplemented or otherwise modified from time to time and together with any future guarantees by the Guarantors of the Obligations of Crown Euroco under the Third Priority Notes Indenture, the “Third Priority Notes Guarantees”).

WHEREAS, on the date hereof, (i) Crown Euroco intends to issue €350.0 million of First Priority Notes (as hereinafter defined) under an indenture dated as of the date hereof among Crown Euroco, the guarantors named therein and the First Priority Notes Trustee (as hereinafter defined) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “First Priority Notes Indenture”), the proceeds of which shall be used (together with the proceeds of Loans under the Credit Agreement) to refinance (the “Refinancing”) in full all outstanding Term B Loans (as defined in the Original Credit Agreement) and terminate the Obligations and Commitments (each as defined in the Original Credit Agreement) under the Original Credit Agreement and (ii) each of the Guarantors (as defined in the First Priority Notes Indenture) is guaranteeing the Obligations of Crown Euroco under the First Priority Notes Indenture (as amended, amended and restated, supplemented or otherwise modified from time to time and together with any future guarantees by the Guarantors of the Obligations of Crown Euroco under the First Priority Notes Indenture, the “First Priority Notes Guarantees”).

WHEREAS, simultaneously with the issuance of the First Priority Notes, Crown Usco, as U.S. borrower (in such capacity, the “U.S. Borrower”), Crown Euroco, as non-U.S. borrower (in such capacity, the “Euro Borrower”), the subsidiary borrowers named therein (in such capacity, the “Subsidiary Borrowers”, together with the Euro Borrower, the “Non-U.S. Borrowers” and together with the U.S. Borrower, the “Borrowers”), Crown Holdings, Crown International and CCSC, intend to enter into a new senior secured credit agreement dated as of the date hereof (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, the “Credit Agreement”, which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement to the extent permitted by the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture and any refinancing or replacement of the Credit Agreement or one or more successor or replacement facilities whether or not with a different group of agents or lenders and whether or not with different obligors upon the Administrative Agent’s (as hereinafter

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defined) acknowledgment of the termination of the predecessor Credit Agreement), with the lenders from time to time party thereto (the “Lenders”), Citicorp North America, Inc., as administrative agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”), Citibank International plc, as the U.K. administrative agent (in such capacity together with its successors and assigns in such capacity, the “U.K. Administrative Agent”), Citigroup Global Markets Inc. (“CGMI”), as sole arranger and sole bookrunner in respect of the Term B Facility (in such capacity together with its successors and assigns in such capacity, the “Term B Arranger”), CGMI and Lehman Brothers Inc., as joint lead arrangers and joint bookrunners (in such capacities together with their successors and assigns in such capacities, the “Lead Arrangers”), Lehman Commercial Paper Inc., as syndication agent (in such capacity together with its successors and assigns in such capacity, the “Syndication Agent”), ABN AMRO Bank N.V., BNP Paribas and Calyon New York Branch, as co-documentation agents (in such capacities together with their successors and assigns in such capacities, the “Co-Documentation Agents”), and Bank of America, N.A., as senior managing agent (in such capacity together with its successors and assigns in such capacity, the “Senior Managing Agent”), pursuant to which the Lenders have agreed to make certain Loans and issue certain Letters of Credit to or for the account of the U.S. Borrower upon the terms and subject to the conditions set forth in the Credit Agreement.

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Crown Holdings and each of the direct and indirect Domestic Subsidiaries of Crown Holdings (other than the Insurance Subsidiary and the Receivables Subsidiary) (together with each other Domestic Subsidiary of Crown Holdings that from time to time after the date hereof guarantees the Obligations (as hereinafter defined) of the Borrowers under the Credit Agreement and the other Loan Documents, the “Guarantors”) will guarantee the Obligations of the Borrowers under the Credit Agreement and the other Loan Documents (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time and together with any further guarantees by the Guarantors of the Obligations of the Borrowers under the Credit Agreement, the “Credit Guarantees”).

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Holdings or any of the direct or indirect Domestic Subsidiaries of Crown Holdings may enter into one or more Hedging Agreements (collectively, the “Bank Related Hedging Agreements”) with one or more Lenders or their respective Affiliates or any other Person permitted under the Credit Agreement at the time such Bank Related Hedging Agreement is entered into (individually, a “Bank Related Hedging Exchanger” and, collectively, the “Bank Related Hedging Exchangers”) and it is desired that the obligations of Crown Holdings or its Domestic Subsidiaries under such Bank Related Hedging Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Hedging Obligations”), be secured by a Lien on and security interest in the Collateral pursuant to this Agreement; provided that for any Bank Related Hedging Exchanger to receive the benefit of such Lien on and security interest in the Collateral, it shall execute and deliver to the Collateral Agent an acknowledgment to the U.S. Intercreditor

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Agreement (as hereinafter defined) in the form annexed thereto (each such acknowledgment, an “Intercreditor Acknowledgment”) agreeing to be bound by the terms thereof at any time prior to the payment in full of the Bank Indebtedness (as defined in the U.S. Intercreditor Agreement).

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown Holdings or any of the direct or indirect Domestic Subsidiaries of Crown Holdings may from time to time enter into one or more Bank Related Cash Management Agreements (as defined in the U.S. Intercreditor Agreement) with one or more Lenders or their respective Affiliates or any other Person permitted under the Credit Agreement at the time such Bank Related Cash Management Agreement is entered into (individually, a “Bank Related Cash Management Exchanger” and collectively, the “Bank Related Cash Management Exchangers”) and it is desired that the obligations of Crown Holdings or its Domestic Subsidiaries under such Bank Related Cash Management Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Cash Management Obligations”), be secured by a Lien on and security interest in the Collateral pursuant to this Agreement; provided that for any Bank Related Cash Management Exchanger to receive the benefit of such Lien on and security interest in the Collateral, it shall execute and deliver to the Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof at any time prior to the payment in full of the Bank Indebtedness.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the Indentures, Crown Usco and Crown Euroco may incur certain Additional First Priority Bank Indebtedness (as hereinafter defined) pursuant to the applicable Loan Documents and the Indentures, which Additional First Priority Bank Indebtedness will be secured by all of the Collateral.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the Indentures, any Permitted Issuer may issue certain Additional First Priority Capital Markets Indebtedness (as hereinafter defined), which may be guaranteed by the Pledgors, pursuant to the applicable Additional First Priority Capital Markets Indebtedness Documents, which Additional First Priority Capital Markets Indebtedness will be secured by all or any part of the Collateral; provided that for any holder of any Additional First Priority Capital Markets Indebtedness to receive the benefit of this Agreement, it shall cause its Additional First Priority Capital Markets Indebtedness Representative (as hereinafter defined) to execute and deliver to the Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the Indentures, any Permitted Issuer may issue certain Additional Second Priority Indebtedness (as hereinafter defined), which may be guaranteed by the Pledgors, pursuant to the applicable Additional Second Priority Indebtedness Documents, which Additional Second Priority Indebtedness may be secured by all or any part of the Collateral; provided that for any holder of any Additional Second Priority Indebtedness to receive the benefit of this

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Agreement, it shall cause its Additional Second Priority Indebtedness Representative (as hereinafter defined) to execute and deliver to the Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the Indentures, any Permitted Issuer may issue certain Additional Third Priority Indebtedness (as hereinafter defined), which may be guaranteed by the Pledgors, which Additional Third Priority Indebtedness may be secured by all or any part of the Collateral; provided that for any holder of any Additional Third Priority Indebtedness to receive the benefit of this Agreement, it shall cause its Additional Third Priority Indebtedness Representative (as hereinafter defined) to execute and deliver to the Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof.

WHEREAS, it is a condition precedent to the effectiveness of the Financing Documents that the Pledgors shall have executed and delivered this Agreement in favor of the Collateral Agent for (i) its benefit and (ii) for the benefit of the Secured Parties, to secure the payment and performance with respect to any of the Financing Documents of any and all obligations, liabilities and indebtedness of every kind, nature and description (whether or not constituting future advances or otherwise) from time to time owing by, or on behalf of, the U.S. Borrower and each of the Pledgors under or in connection with, such Financing Documents, including principal, interest, charges, fees, premiums, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of such Financing Documents whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of such Financing Documents, or after the commencement of any case with respect to the Borrowers and each of the Pledgors under the Bankruptcy Code or any state insolvency law or similar statute (and including, without limitation, any principal, interest, fees, costs, expenses and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable whole or in part in any such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising directly or howsoever acquired (all such monetary and other obligations described in this recital being collectively called the “Obligations”).

WHEREAS, each Pledgor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and the Indentures and is, therefore, willing to enter into this Agreement.

WHEREAS, each Pledgor is or, as to Collateral acquired by such Pledgor after the date hereof will be, the legal and/or beneficial owner of the Collateral pledged by it hereunder.

WHEREAS, on the Original Effective Date, the Pledgors and the Collateral Agent entered into that certain security agreement, which agreement is being amended and restated as

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of the date hereof to give effect to the Credit Agreement and the First Priority Notes (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”).

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Pledgors and the Collateral Agent have entered into that certain bank pledge agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Bank Pledge Agreement”).

WHEREAS, on the Original Effective Date, the Pledgors, the Collateral Agent and certain other parties entered into that certain U.S. Intercreditor and Collateral Agency Agreement, which agreement is being amended and restated as of the date hereof to give effect to the Credit Agreement, the First Priority Notes and the security interests contemplated herein (as amended, amended and restated, supplemented or otherwise modified from time to time, the “U.S. Intercreditor Agreement”).

NOW THEREFORE, in consideration of the foregoing and other benefits accruing each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby makes the following representations and warranties to the Collateral Agent for the benefit of the Secured Parties (and each of their respective successors and assigns), as follows:

SECTION 1. Pledge. (a) The following Liens on the Collateral are hereby granted:

1. As security for the payment and performance, as the case may be, in full of the First Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the First Priority Secured Parties, a first priority security interest in all of Pledgor’s right, title and interest in, to and under the Collateral.

2. As security for the payment and performance, as the case may be, in full of the Second Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Second Priority Secured Parties, a second priority security interest in all of Pledgor’s right, title and interest in, to and under the Collateral.

3. As security for the payment and performance, as the case may be, in full of the Third Priority Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto

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the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Third Priority Secured Parties, a third priority security interest in all of Pledgor’s right, title and interest in, to and under the Collateral.

(b) Upon delivery to the Collateral Agent, (a) any stock certificates, notes required to be delivered pursuant to Section 2(b) or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered.

TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that if (i) any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

Notwithstanding the foregoing, each Pledgor hereby affirms its prior grant of security interests under the Original Agreement for the benefit of the Second Priority Secured Parties and the Third Priority Secured Parties and it is expressly understood and agreed that all security interests, assignment and liens granted by the Pledgors for the benefit of the Second Priority Secured Parties and the Third Priority Secured Parties in the Original Agreement are not terminated hereby, but continue and remain in full force and effect, subject to the terms and provisions hereof.

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SECTION 2. Delivery of the Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities, and any and all certificates or other instruments or documents representing the Collateral.

(b) Each Pledgor will cause any Indebtedness for borrowed money, in an amount individually in excess of $50,000 or in the aggregate in excess of $500,000, owed to such Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms hereof.

SECTION 3. Representations, Warranties and Covenants. Each Pledgor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that:

(a) the Pledged Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto;

(b) except for the security interest granted hereunder, such Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, or as otherwise permitted pursuant to the Credit Agreement and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by the Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

(c) each Pledgor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever;

(d) no consent of any other Person (including stockholders or creditors of any Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby;

(e) by virtue of the execution and delivery by the Pledgors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations;

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(f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein;

(g) all of the Pledged Stock has been duly authorized and validly issued and is fully paid and nonassessable;

(h) all information set forth herein relating to the Pledged Securities is accurate and complete in all material respects as of the date hereof; and

(i) the pledge of the Pledged Securities pursuant to this Agreement does not violate Regulation U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

SECTION 4. Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent; provided that the Collateral Agent shall not exercise such right without the consent of the Borrowers in the event an Event of Default is not continuing. Each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Financing Documents; provided, however, that such Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under this Agreement, the Credit Agreement or any other Financing Document or the ability of the Secured Parties to exercise the same;

(ii) The Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below; and

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(iii) Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the other Financing Documents and applicable laws. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to dividends, interest or principal that such Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal. All dividends, interest or principal received by the Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7. After all Events of Default have been cured or waived, the Collateral Agent shall, within five (5) Business Days after all such Events of Default have been cured or waived, repay to each Pledgor all cash dividends, interest or principal (without interest), that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise required

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pursuant to the provisions of the Intercreditor Agreement, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights and such permission shall be deemed to have been granted absent notice to the contrary to the Pledgors from the Collateral Agent. After all Events of Default have been cured or waived, such Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

SECTION 6. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waives all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give a Pledgor ten (10) days’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of such Pledgor’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers

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shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such Secured Party from any Pledgor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

SECTION 7. Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 6, as well as any Collateral consisting of cash, shall be applied by the Collateral Agent as provided in the U.S. Intercreditor Agreement.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 8. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, provided that the Collateral Agent shall only take any action pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an

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Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect therefor any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 9. Waivers; Amendment. (a) No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Financing Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Financing Document or consent to any departure by any Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Pledgor in any case shall entitle such Pledgor or any other Pledgor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Collateral Agent (as directed by the Requisite Obligees specified in the U. S. Intercreditor Agreement) and the Pledgor with respect to which such waiver, amendment or modification is to apply.

SECTION 10. Securities Act, etc. In view of the position of the Pledgors in relation to the Pledged Securities, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance

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with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Securities under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Pledgor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 10 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

SECTION 11. Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of such Pledgor at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any

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other Secured Party expressly for use therein. Such Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Such Pledgor will bear all costs and expenses of carrying out its obligations under this Section 11. Such Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 11 may be specifically enforced.

SECTION 12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, the Intercreditor Agreement, any other Financing Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Intercreditor Agreement, any other Financing Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

SECTION 13. Termination or Release. (a) This Agreement and the security interest in the Collateral shall terminate pursuant to and in accordance with the terms of the U.S. Intercreditor Agreement; provided, however, this Agreement and the security interest in the Collateral shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Pledgor upon the bankruptcy or reorganization of the Borrowers, Pledgor or otherwise.

(b) In connection with any release of Collateral, release of a Pledgor party to this Agreement or terminations of this Agreement, in each case, pursuant to and in accordance with the terms of the U. S. Intercreditor Agreement, the Collateral Agent shall execute and deliver to the applicable Pledgor, at such Pledgor’s expense, all UCC termination statements and similar documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of such UCC termination statements or other documents pursuant to this Section 13(b) shall be without recourse to or warranty by the Collateral Agent.

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SECTION 14. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement and Article 12 of each Indenture and the notice provisions of each other Financing Document. All communications and notices hereunder to any Pledgor that is a U.S. Subsidiary shall be given to it at the address for notices set forth on Schedule I, with a copy to Pledgors.

SECTION 15. Further Assurances. Each Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Collateral Agent may at any time reasonably request in connection with the administration and enforcement of this Agreement or with respect to the Collateral or any part thereof or in order better to assure and confirm unto the Collateral Agent its rights and remedies hereunder.

SECTION 16. Binding Effect; Several Agreement; Assignment. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Agreement (as amended and restated as of the date hereof) shall become effective as to any Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Pledgor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of Pledgor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Pledgor shall have the right to assign its rights hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Financing Documents. This Agreement shall be construed as a separate agreement with respect to each Pledgor and may be amended, modified, supplemented, waived or released with respect to any Pledgor without the approval of any other Pledgor and without affecting the obligations of any other Pledgor hereunder.

SECTION 17. Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Financing Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the Lender’s issuance of and participations in Letters of Credit, the issuance of the First Priority Notes, the Second Priority Notes and the Third Priority Notes, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect until this Agreement shall terminate.

(b) In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and

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enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

SECTION 18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract, and shall become effective as provided in Section 16. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

SECTION 20. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting this Agreement.

SECTION 21. Jurisdiction; Consent to Service of Process. (a) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement or the other Financing Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court referred to in paragraph (a) of this Section. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Financing Documents against any Pledgor or its properties in the courts of any jurisdiction.

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(b) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Financing Documents in any New York State or Federal court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 22. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 23. Additional Pledgors. Pursuant to Section 5.11 of the Credit Agreement, each Domestic Subsidiary of Crown Holdings that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into this Agreement as a Pledgor upon becoming a Domestic Subsidiary. Upon execution and delivery by the Collateral Agent and a Domestic Subsidiary of an instrument in the form of Annex 1 hereto, such Domestic Subsidiary shall become a Pledgor hereunder with the same force and effect as if originally named as a Pledgor herein. The execution and delivery of such instrument shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Pledgor as a party to this Agreement.

SECTION 24. Execution of Financing Statements. Pursuant to Section 9-509 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions, each Pledgor authorizes the Collateral Agent to file financing statements with respect to the Collateral owned by it without the signature of such Pledgor in such form and in such filing offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

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SECTION 25. U.S. Intercreditor Agreement. Notwithstanding anything to the contrary in this Agreement, the rights of the parties hereunder shall be subject to the terms of the Intercreditor Agreement.

SECTION 26. Certain Definitions. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. For the purposes of this Agreement, the following terms shall have the following meaning:

“Additional First Priority Bank Indebtedness” means (a)(i) New Term Dollar Loans and (ii) New Revolving LC Loans incurred by Crown Usco and (b) New Term Euro Loans incurred by Crown Euroco, in each case, pursuant to the Credit Agreement, which indebtedness is secured by a first priority Lien on the Collateral.

“Additional First Priority Capital Markets Indebtedness” means any unsubordinated indebtedness of a Permitted Issuer issued or incurred after the date hereof (other than Additional First Priority Bank Indebtedness), to the extent permitted to be incurred by the Credit Agreement and each other Financing Document, which indebtedness is secured by a first priority Lien on the Collateral.

“Additional First Priority Capital Markets Indebtedness Documents” means any indenture, debenture, note, guaranty, purchase agreement or other document executed by a Permitted Issuer or any other Pledgor in connection with the issuance of any such Additional First Priority Capital Markets Indebtedness.

“Additional First Priority Capital Markets Indebtedness Representative” means any trustee or similar representative of the holders of Additional First Priority Capital Markets Indebtedness.

“Additional Second Priority Indebtedness” means unsubordinated indebtedness of a Permitted Issuer issued or incurred after the Original Effective Date, to the extent permitted to be incurred by the Credit Agreement and each other Financing Document, which indebtedness is secured by a second priority Lien on the Collateral.

“Additional Second Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement or other document executed by a Permitted Issuer or any other Pledgor in connection with the issuance of any such Additional Second Priority Indebtedness.

“Additional Second Priority Indebtedness Representative” means any trustee or similar representative of the holders of any such Additional Second Priority Indebtedness.

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“Additional Third Priority Indebtedness” means unsubordinated indebtedness of a Permitted Issuer issued or incurred after the Original Effective Date, to the extent permitted to be incurred by the Credit Agreement and each other Financing Document, which indebtedness is secured by a third priority Lien on the Collateral.

“Additional Third Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement or other document executed by a Permitted Issuer or any other Pledgor in connection with the issuance of any such Additional Third Priority Indebtedness.

“Additional Third Priority Indebtedness Representative” means any trustee or similar representative of the holders of any such Additional Third Priority Indebtedness.

“Administrative Agent” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Agreement” shall have the meaning assigned to such term in the preamble to this First Amended and Restated Shared Pledge Agreement.

“Bank Pledge Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Bank Related Cash Management Exchanger” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Bank Related Cash Management Obligations” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Bank Related Hedging Agreements” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Bank Related Hedging Exchanger” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Bank Related Hedging Obligations” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Bankruptcy Code” means Title 11, United States Code, or any similar federal or state or non-U.S. law or statute for the supervision, administration or relief of debtors including, without limitation, bankruptcy or insolvency laws.

“Borrowers” shall have the meaning assigned to such term in the Recitals to this Agreement.

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“CCSC” shall have the meaning assigned to such term in the preamble to this Agreement.

“Citigroup” shall have the meaning assigned to such term in the preamble to this Agreement.

“Co-Documentation Agent” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Collateral” shall mean, collectively, (a) all the shares of capital stock and other Equity Interests owned by Crown Holdings in CCSC or any other direct Subsidiary of Crown Holdings (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests of CCSC or any other direct Subsidiary of Crown Holdings obtained in the future by Crown Holdings and the certificates representing all such shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) to the extent that applicable law requires that CCSC or any other direct Subsidiary of Crown Holdings issue directors’ qualifying shares, such qualifying shares; (b)(i) all debt securities issued to any Pledgor (including, without limitation, those listed opposite the name of such Pledgor on Schedule II hereto), (ii) all debt securities, in the future issued to the Pledgors and (iii) all promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any and all of the foregoing.

“Collateral Agent” shall have the meaning assigned to such term in the preamble to this Agreement.

“Credit Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Credit Guarantees” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Crown Euroco” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Crown Holdings” shall have the meaning assigned to such term in the preamble to this Agreement.

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“Crown International” shall have the meaning assigned to such term in the preamble to this Agreement.

“Crown Usco” shall have the meaning assigned to such term in the preamble to this Agreement.

“DBSI” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Domestic Subsidiary” means any Wholly Owned Subsidiary of Crown Holdings that is not a Non-U.S. Subsidiary.

“Euro Borrower” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Event of Default” shall mean (a) any “Event of Default” under the Credit Agreement as such term is defined in the Credit Agreement until all Obligations under the Credit Agreement, the other Loan Documents, the Bank Related Hedging Agreements and the Bank Related Cash Management Agreements have been indefeasibly repaid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral (as defined in the Credit Agreement) and all Letters of Credit issued in connection with the Credit Agreement have terminated, (b) thereafter shall mean any “Event of Default” under any First Priority Capital Markets Indebtedness Document until all Obligations under such First Priority Capital Markets Indebtedness Documents have been indefeasibly repaid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any Collateral, (c) thereafter shall mean any “Event of Default” under any Second Priority Indebtedness Document until all Obligations under such Second Priority Indebtedness Documents have been indefeasibly repaid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any Collateral and (d) thereafter shall mean any “Event of Default” under any Third Priority Indebtedness Documents.

“Exempted Indebtedness” shall mean any Indebtedness or other obligation which would be considered “Exempted Indebtedness” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt, as such indenture, agreement or interest is in effect on the Original Effective Date.

“Federal Securities Laws” shall have the meaning assigned to such term in Section 10 of this Agreement.

“Financing Documents” means, collectively, the Loan Documents, the First Priority Notes Documents, the Second Priority Notes Documents, the Third Priority Notes Documents, the Bank Related Hedging Agreements, the Bank Related Cash Management Agreements, the Additional First Priority Capital Markets Indebtedness Documents, the Additional Second Priority Indebtedness Documents and the Additional Third Priority Indebtedness Documents.

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“First Priority Capital Markets Indebtedness” means (a) the Obligations of Crown Euroco or any other Pledgor under the First Priority Notes Documents and (b) the Obligations of a Permitted Issuer or any other Pledgor in respect of Additional First Priority Capital Markets Indebtedness issued under the applicable Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Capital Markets Indebtedness Documents” means, collectively, the First Priority Notes Documents and the Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Notes” means (a) the €350.0 million in aggregate principal amount of 6¼% First Priority Senior Secured Notes due 2011 of Crown Euroco issued on the date hereof and any exchange notes which are issued in a registered exchange offer for such notes and (b) any additional 6¼% First Priority Senior Secured Notes due 2011 of Crown Euroco to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the First Priority Notes Indenture.

“First Priority Notes Documents” shall mean the First Priority Notes Indenture, the First Priority Notes, the First Priority Notes Guarantees and any other document executed by Crown Euroco or any Guarantor in connection with the issuance of the First Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“First Priority Notes Guarantees” shall have the meaning assigned to such term in the Recitals to this Agreement.

“First Priority Notes Indenture” shall have the meaning assigned to such term in the Recitals to this Agreement.

“First Priority Notes Trustee” means Wells Fargo Bank, N.A., together with its successors and assigns in such capacity, as trustee for the holders of the First Priority Notes.

“First Priority Obligations” shall mean, collectively, the following:

(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of the Pledgors to (a) the Lenders, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents and the due performance and compliance by the Pledgor with all of the terms, conditions and agreements contained in the Credit

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Agreement and in such other Loan Documents and (b) the holders of the First Priority Notes or any Additional First Priority Capital Markets Indebtedness issued pursuant to any Additional First Priority Capital Markets Indebtedness Document, as the case may be, whether now existing or hereafter incurred under, arising out of, or in connection with the First Priority Notes Documents or the Additional First Priority Capital Markets Indebtedness Documents, as the case may be, and the due performance and compliance by the Pledgors with all of the terms, conditions and agreements contained in the First Priority Notes Documents or the Additional First Priority Capital Markets Indebtedness Documents, as the case may be;

(ii) to the extent any Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger has executed and delivered to the Collateral Agent an Intercreditor Acknowledgment in accordance with the provisions of the U.S. Intercreditor Agreement, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations owing by the Pledgor to the Bank Related Hedging Exchanger party or the Bank Related Cash Management Exchanger party, respectively, whether now existing or hereafter incurred, arising out of or in connection with such Bank Related Hedging Agreement or such Bank Related Cash Management Agreement, respectively, and the due performance and compliance by the Pledgor with all the terms, conditions and agreements contained therein;

(iii) any and all sums advanced by the Collateral Agent pursuant to this Agreement or the other Financing Documents in order to preserve the Collateral or protect its lien and security interest in the Collateral;

(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Pledgor, after an Event of Default shall have occurred and be continuing, all reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and disbursements and court costs; and

(v) any and all renewals, extensions and modifications of any of the obligations and liabilities referred to in clauses (i) through (iv) above, whether outstanding on the Original Effective Date or extended from time hereafter, inclusive.

“First Priority Secured Parties” shall mean (a) the Administrative Agent (for its benefit and the benefit of the Lenders (including any Lenders of Additional First Priority Bank Indebtedness)), (b) the U.K. Administrative Agent (for its benefit and the benefit of the Lenders (including any Lenders of Additional First Priority Bank Indebtedness) and the other Agents), (c) the Collateral Agent (for its benefit and the benefit of the First Priority Secured Parties), (d) the Bank Related Hedging Exchangers who have executed and delivered an Intercreditor Acknowledgment, if any, (e) the Bank Related Cash Management Exchangers who have executed

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and delivered an Intercreditor Acknowledgment, if any, (f) the First Priority Notes Trustee (for its benefit and the benefit of the holders of the First Priority Notes) and (g) in the event any obligations in respect of Additional First Priority Capital Markets Indebtedness are to be secured by this Agreement, the Additional First Priority Capital Markets Indebtedness Representative in respect of such Additional First Priority Capital Markets Indebtedness (for its benefit and for the benefit of the holders of such Additional First Priority Capital Markets Indebtedness).

“Guarantors” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Indentures” shall mean the First Priority Notes Indenture, the Second Priority Notes Indenture, the Third Priority Notes Indenture and any indentures entered into by a Permitted Issuer in connection with any Additional First Priority Capital Markets Indebtedness, Additional Second Priority Indebtedness and Additional Third Priority Indebtedness.

“Intercreditor Acknowledgment” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Lead Arrangers” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Lenders” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Non-U.S. Borrowers” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Obligations” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Original Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Original Credit Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Original Effective Date” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Permitted Issuer” means any Parent Guarantor (other than CCSC), Crown Euroco or Crown Usco or any direct special purpose finance subsidiary thereof formed solely to be the issuer of any Refinancing Plan Indebtedness; provided that such person becomes a Loan Party and complies with Section 5.11 of the Credit Agreement and becomes a Pledgor hereunder in compliance with Section 23.

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“Pledge Agreements” means the Bank Pledge Agreement and the Shared Pledge Agreement.

“Pledged Debt Securities” shall have the meaning assigned to such term in Section 26 of this Agreement.

“Pledged Securities” shall have the meaning assigned to such term in Section 1(b) of this Agreement.

“Pledged Stock” shall have the meaning assigned to such term in Section 26 of this Agreement.

“Pledgors” shall have the meaning assigned to such term in the preamble to this Agreement.

“Refinancing” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Restricted Secured Indebtedness” shall mean, at any time, the portion of the Obligations constituting Exempted Indebtedness that is equal to the maximum aggregate amount of Exempted Indebtedness that may be secured at such time without causing any Existing Unsecured Debt to be required to be equally and ratably secured, which “Restricted Secured Indebtedness” shall (a) first, secure the First Priority Obligations, (b) second, secure the Second Priority Obligations and (c) third, secure the Third Priority Obligations.

“Restricted Securities” shall mean any shares of capital stock or evidences of indebtedness for borrowed money issued by any Restricted Subsidiary and owned by CCSC or any Restricted Subsidiary.

“Restricted Subsidiary” means any subsidiary of CCSC that would be considered a “Restricted Subsidiary” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt as such indentures, agreements or instruments are in effect on the Original Effective Date.

“Second Priority Dollar Notes” means (a) the $1.085 billion in aggregate principal amount of 9½% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (b) any additional 9½% Second Priority Senior Secured Notes due 2011 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

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“Second Priority Euro Notes” means (a) the €285 million in aggregate principal amount of 10¼% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (b) any additional 10¼% Second Priority Senior Secured Notes due 2011 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

“Second Priority Indebtedness Documents” means, collectively, the Second Priority Notes Documents and any Additional Second Priority Indebtedness Documents.

“Second Priority Notes” means the Second Priority Dollar Notes and the Second Priority Euro Notes.

“Second Priority Notes Documents” means the Second Priority Notes Indenture, the Second Priority Notes, the Second Priority Notes Guarantees and any other document executed by Crown Euroco, Crown Holdings or any Guarantor in connection with the issuance of the Second Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Second Priority Notes Guarantees” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Second Priority Notes Indenture” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Second Priority Notes Trustee” means Wells Fargo Bank, N.A., together with its successors and assigns in such capacity, as trustee for the holders of the Second Priority Notes.

“Second Priority Obligations” shall mean the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of any Pledgor to the holders of the Second Priority Notes or of Indebtedness issued pursuant to any Additional Second Priority Indebtedness Document, whether now existing or hereafter incurred under, arising out of, or in connection with, the Second Priority Notes Documents or any Additional Second Priority Indebtedness Document and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Second Priority Notes Indenture or any Additional Second Priority Indebtedness Document.

“Second Priority Secured Parties” shall mean (a) the Second Priority Notes Trustee (for its benefit and for the benefit of the holders of the Second Priority Notes) and (b) in the event any obligations in respect of any Additional Second Priority Indebtedness are to be secured

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by this Agreement, the Additional Second Priority Indebtedness Representative in respect of such Additional Second Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Second Priority Indebtedness).

“Secured Parties” shall mean the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties.

“Security Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Senior Managing Agent” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Subsidiary Borrowers” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Subsidiary Guarantors” shall have the meaning assigned to such term in the preamble to this Agreement.

“Syndication Agent” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Term B Arranger” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Third Priority Indebtedness Documents” means, collectively, the Third Priority Notes Documents and any Additional Third Priority Indebtedness Documents.

“Third Priority Notes” means (a) the $725 million in aggregate principal amount of 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (b) any additional 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the Third Priority Notes Indenture.

“Third Priority Notes Documents” means the Third Priority Notes Indenture, the Third Priority Notes, the Third Priority Notes Guarantees and any other document executed by the Crown Euroco, Crown Holdings or any Guarantor in connection with the issuance of the Third Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

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“Third Priority Notes Guarantees” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Third Priority Notes Indenture” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Third Priority Notes Trustee” means Wells Fargo Bank, N.A., together with its successors and assigns in such capacity, as trustee for the holders of the Third Priority Notes.

“Third Priority Obligations” shall mean the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of any Pledgor to the holders of the Third Priority Notes or Indebtedness issued pursuant to any Additional Third Priority Indebtedness Document, whether now existing or hereafter incurred under, arising out of, or in connection with, the Third Priority Notes Documents or any Additional Third Priority Indebtedness Document and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Third Priority Notes Indenture or any Additional Third Priority Indebtedness Document.

“Third Priority Secured Parties” shall mean (a) the Third Priority Notes Trustee (for its benefit and for the benefit of the holders of the Third Priority Notes) and (b) in the event any obligations in respect of any Additional Third Priority Indebtedness are to be secured by this Agreement, the Additional Third Priority Indebtedness Representative in respect of such Additional Third Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Third Priority Indebtedness).

“U.K. Administrative Agent” shall have the meaning assigned to such term in the Recitals to this Agreement.

“U.S. Borrower” shall have the meaning assigned to such term in the Recitals to this Agreement.

“U.S. Intercreditor Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CROWN HOLDINGS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN CORK & SEAL COMPANY, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN AMERICAS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN INTERNATIONAL HOLDINGS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer

Signature Page to

First Amended and Restated Share Pledge Agreement

CENTRAL STATES CAN CO. OF PUERTO RICO, INC.
CROWN BEVERAGE PACKAGING, INC.
CROWN CONSULTANTS, INC.
CROWN CORK & SEAL COMPANY (DE), LLC
CROWN CORK & SEAL USA, INC.
CROWN PACKAGING TECHNOLOGY, INC.
CROWN BEVERAGE PACKAGING PUERTO RICO, INC.
CROWN FINANCIAL CORPORATION
CROWN FINANCIAL MANAGEMENT, INC.
CROWN HOLDINGS (PA), LLC
CROWN NEW DELAWARE HOLDINGS, INC.
FOREIGN MANUFACTURERS FINANCE CORPORATION
NWR, INC.
CROWN RISDON USA, INC.
CROWN ZELLER USA, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Authorized Officer

Signature Page to

First Amended and Restated Share Pledge Agreement

CROWN CORK & SEAL COMPANY (PA), INC.
By:	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	President

First Amended and Restated

Shared Pledge Agreement

Crown Holdings, Inc.

September 2004

CITICORP NORTH AMERICA, INC., as Collateral Agent
By:	/s/ Myles Kassin
Name:	Myles Kassin
Title:	Vice President

First Amended and Restated

Shared Pledge Agreement

Crown Holdings, Inc.

September 2004

Schedule I to the

Shared Pledge Agreement

Domestic Subsidiaries

Name	Address
Central States Can Co. of Puerto Rico, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Beverage Packaging, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Consultants, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Cork & Seal Company (DE), LLC	919 N. Market Street., Suite 406, Wilmington, DE 19801
CROWN Cork & Seal USA, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Cork & Seal Company (PA), Inc.	One Crown Way, Philadelphia, PA 19154
CROWN Packaging Technology, Inc.	11535 South Central Avenue, Alsip, Illinois, 60482
CROWN Beverage Packaging Puerto Rico, Inc.	Km 12 Hm6 65th Infantry Avenue, P. O. Box 817, Carolina, Puerto Rico 00986
Crown Financial Corporation	One Crown Way, Philadelphia, PA 19154
Crown Financial Management, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Holdings (PA), LLC	One Crown Way, Philadelphia, PA 19154
Crown New Delaware Holdings, Inc.	One Crown Way, Philadelphia, PA 19154
Foreign Manufacturers Finance Corporation	919 N. Market Street Suite 406, Wilmington, DE 19801
NWR, Inc.	One Crown Way, Philadelphia, PA 19154
CROWN Risdon USA, Inc.	1100 Buckingham Street., Watertown, CT 06795
CROWN Zeller USA, Inc.	1515 Franklin Boulevard, Libertyville, IL 60048-4459

Schedule II to the

Shared Pledge Agreement

Pledged Stock

Issuer	Number of Certificate	Registered Owner	Number and Class of Shares/Type of Interest	Percentage of Shares/Interest Pledged
Crown Cork & Seal Company, Inc.	1	Crown Holdings, Inc.	100 shares	100	%
Pledged Debt Securities
Issuer	Payee	Principal Amount	Date of Note	Maturity Date
Each Pledgor	Each Pledgor	Variable	February 26, 2003	N/A

Annex I to the

Shared Pledge Agreement

SUPPLEMENT NO. [    ] dated as of [            ], to the SHARED PLEDGE AGREEMENT (the “Shared Pledge 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 Domestic Subsidiary listed on Schedule I thereto (collectively, together with each Domestic Subsidiary that becomes a party thereto pursuant to Section 23 of the Shared Pledge 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 defined in the Shared Pledge Agreement).

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. The Pledgors have entered into the Shared Pledge Agreement in order to induce the Lenders to make Loans. Pursuant to Section 5.11 of the Credit Agreement, each Domestic Subsidiary of Crown Holdings that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into the Shared Pledge Agreement as a Pledgor upon becoming a Domestic Subsidiary. Section 23 of the Shared Pledge Agreement provides that such Subsidiaries may become Pledgors under the Shared Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Pledgor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Pledgor under the Shared Pledge Agreement.

Accordingly, the Collateral Agent and the New Pledgor agree as follows:

SECTION 1. In accordance with Section 23 of the Shared Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the Shared Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and the New Pledgor hereby (a) agrees to all the terms and provisions of the Shared Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Pledgor, as security for the payment and performance in full of the Obligations (as defined in the Shared Pledge Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Pledgor’s right, title and interest in and to the Collateral (as defined in the Shared Pledge Agreement) of the New Pledgor. Each reference to a “Pledgor” in the Shared Pledge Agreement shall be deemed to include the New Pledgor. The Shared Pledge Agreement is hereby incorporated herein by reference.

SECTION 2. The New Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto and different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Pledgor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Pledgor hereby represents and warrants that set forth on Schedule I attached hereto is a true and correct schedule of all its Pledged Securities (which Schedule I shall be deemed to modify and amend Schedule II annexed to the Shared Pledge Agreement).

SECTION 5. Except as expressly supplemented hereby, the Shared Pledge Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Shared Pledge Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 14 of the Shared Pledge Agreement. All communications and notices hereunder to the New Pledgor shall be given to it at the address set forth under its signature hereto.

SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

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IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly executed this Supplement to the Shared Pledge Agreement as of the day and year first above written.

[NEW PLEDGOR]

By:

Name:

Title:

CITICORP NORTH AMERICA, INC.,
as Collateral Agent

By:

Name:

Title:

Schedule I to

Supplement No. [    ]

to the Shared Pledge Agreement

Pledged Securities of the New Pledgor

Pledged Stock

Issuer Number of Certificate Registered Owner Number and Class of Shares Percentage of Shares

Pledged Debt Securities

Issuer Payee Principal Amount Date of Note
Maturity Date

EX-4.E

Exhibit 4.e

EXECUTION COPY

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 Agent

Dated as of September 1, 2004

TABLE OF CONTENTS

		Page
SECTION 1.	Pledge	4
SECTION 2.	Delivery of the Collateral	5
SECTION 3.	Representations, Warranties and Covenants	5
SECTION 4.	Registration in Nominee Name; Denominations	6
SECTION 5.	Voting Rights; Dividends and Interest, etc.	6
SECTION 6.	Remedies upon Default	8
SECTION 7.	Application of Proceeds of Sale	9
SECTION 8.	Collateral Agent Appointed Attorney-in-Fact	9
SECTION 9.	Waivers; Amendment	10
SECTION 10.	Securities Act, etc.	10
SECTION 11.	Registration, etc.	11
SECTION 12.	Security Interest Absolute	11
SECTION 13.	Termination or Release	12
SECTION 14.	Notices	12
SECTION 15.	Further Assurances	12
SECTION 16.	Binding Effect; Several Agreement; Assignment	12
SECTION 17.	Survival of Agreement; Severability	13
SECTION 18.	GOVERNING LAW	13
SECTION 19.	Counterparts	13
SECTION 20.	Rules of Interpretation	13
SECTION 21.	Jurisdiction; Consent to Service of Process	13
SECTION 22.	WAIVER OF JURY TRIAL	14
SECTION 23.	Additional Pledgors	14
SECTION 24.	Execution of Financing Statements	14
SECTION 25.	Certain Definitions	15
	SCHEDULES
Schedule I	Domestic Subsidiaries
Schedule II	Pledged Stock
	ANNEXES
Annex I	Form of Supplement to Bank Pledge Agreement

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BANK PLEDGE AGREEMENT

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).

RECITALS

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Crown Usco, as U.S. borrower (in such capacity, the “U.S. Borrower”), Crown European Holdings SA, a société anonyme organized under the laws of France (“Crown Euroco”) as non-U.S. borrower (in such capacity, the “Non-U.S. Borrower”), the subsidiary borrowers named therein (the “Subsidiary Borrowers”, together with the U.S. Borrower and the Non-U.S. Borrower, the “Borrowers”), Crown Holdings, Crown International and CCSC (collectively, the “Loan Parties”) intend to enter into a new senior secured credit agreement dated as of the date hereof with the lenders from time to time party thereto (the “Lenders”), Citicorp North America, Inc., as administrative agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”), Citibank International plc, as U.K. administrative agent (in such capacity, together with its successors and assigns in such capacity, the “U.K. Administrative Agent” and together with the Administrative Agent, the “Bank Agents”), Citigroup Global Markets Inc. (“CGMI”), as sole arranger and sole bookrunner in respect of the Term B Facility (in such capacity, together with its successors and assigns in such capacity, the “Term B Arranger”), CGMI and Lehman Brothers Inc., as joint lead arrangers and joint bookrunners in respect of the Revolving Facilities (in such capacities, together with their successors and assigns in such capacities, the “Lead Arrangers”), Lehman Commercial Paper Inc., as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), ABN AMRO Bank N.V, BNP Paribas and Calyon New York Branch, as co-documentation agents (in such capacities, together with their successors and assigns in such capacities, the “Co-Documentation Agents”) and Bank of America, N.A., as senior managing agent (in such capacity, together with its successors and assigns in such capacity, the “Senior Managing Agent”) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, the “Credit Agreement”, which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit Agreement or one or more successor or replacement facilities whether or not with a different group of agents or lenders and whether or not with different obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor Credit Agreement), pursuant to which the Lenders have agreed to make certain Loans and issue certain Letters of Credit to or for the account of the U.S. Borrower upon the terms and subject to the conditions set forth in the Credit Agreement.

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Crown Holdings and each of the direct and indirect Domestic Subsidiaries of Crown Holdings (together with each other Domestic Subsidiary of Crown Holdings (other than the Insurance Subsidiary and any Receivables Subsidiary) that from time to time after the date hereof guarantees the Obligations (as hereinafter defined) of the Borrowers under the Credit Agreement and the other Loan Documents, the “Guarantors”) will guarantee the Obligations of the Borrowers under the Credit Agreement and the other Loan Documents (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time and together with any further guarantees by the Guarantors of the Obligations of the Borrowers under the Credit Agreement, the “Credit Guarantees”).

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Holdings or any of the direct or indirect Domestic Subsidiaries of Crown Holdings may enter into one or more Hedging Agreements (collectively, the “Bank Related Hedging Agreements”) with one or more Lenders or their respective Affiliates or any other Person permitted under the Credit Agreement at the time such Bank Related Hedging Agreement is entered into (individually, a “Bank Related Hedging Exchanger” and, collectively, the “Bank Related Hedging Exchangers”) and it is desired that the obligations of Crown Holdings or its Domestic Subsidiaries under such Bank Related Hedging Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Hedging Obligations”), be secured by a Lien on and security interest in the Collateral (as hereinafter defined) pursuant to this Agreement; provided that for any Bank Related Hedging Exchanger to receive the benefit of such Lien on, pledge and security interest in the Collateral, it shall execute and deliver to the Collateral Agent an acknowledgment to the U.S. Intercreditor Agreement (as hereinafter defined) in the form annexed thereto (each such acknowledgment, an “Intercreditor Acknowledgment”) agreeing to be bound by the terms thereof at any time prior to the payment in full of the Bank Indebtedness (as defined in the U.S. Intercreditor Agreement).

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown Holdings or any of the direct or indirect Domestic Subsidiaries of Crown Holdings may from time to time enter into one or more Bank Related Cash Management Agreements (as hereinafter defined) with one or more Lenders or their respective Affiliates or any other Person permitted under the Credit Agreement at the time such Bank Related Cash Management Agreement is entered into (individually, a “Bank Related Cash Management Exchanger” and collectively, the “Bank Related Cash Management Exchangers”) and it is desired that the obligations of Crown Holdings or its Domestic Subsidiaries under such Bank Related Cash Management Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Cash Management Obligations”), be secured by a Lien on and security interest in the Collateral pursuant to this Agreement; provided that for any Bank Related Cash Management Exchanger to receive the benefit of such Lien on, pledge and security interest in the Collateral, it shall execute and deliver to the Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof at any time prior to the payment in full of the Bank Indebtedness.

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WHEREAS, the Borrowers and each Subsidiary Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and is, therefore, willing to enter into this Agreement.

WHEREAS, each Pledgor is, or as to Collateral (as hereinafter defined) acquired by such Pledgor after the date hereof will be, the legal and/or beneficial owner of the Collateral pledged by it hereunder.

WHEREAS, on February 26, 2003, Crown Holdings, Crown Usco, Crown International, CCSC, the Domestic Subsidiaries from time to time party thereto and the Collateral Agent entered into that certain Security Agreement, which agreement is being amended and restated as of the date hereof to give effect to the Credit Agreement and the security interests contemplated herein (as amended, amended and restated, supplemented or otherwise modified from time to time, the “U.S. Security Agreement”).

WHEREAS, on February 26, 2003, the Pledgors, the Collateral Agent and certain other parties entered into that certain U.S. Intercreditor and Collateral Agency Agreement, which agreement is being amended and restated as of the date hereof to give effect to the Credit Agreement and the security interests contemplated herein (as amended, amended and restated, supplemented or otherwise modified from time to time, the “U.S. Intercreditor Agreement”).

WHEREAS, this Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties, to secure the payment and performance of the obligations (whether or not constituting future advances, obligatory or otherwise) of the U.S. Borrower and any and all of the Pledgors from time to time arising under or in respect of this Agreement, the Credit Agreement, the Credit Guarantees, the Bank Related Hedging Agreements, the Bank Related Cash Management Agreements and the other Loan Documents (including, without limitation, the obligations to pay principal, interest and all other charges, fees, expenses, commissions, reimbursements, premiums, indemnities and other payments related to or in respect of the obligations contained in this Agreement, the Credit Agreement, the Credit Guarantees, the Bank Related Hedging Agreements, the Bank Related Cash Management Agreements and the other Loan Documents), in each case whether (i) such obligations are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due whether at stated maturity, by acceleration or otherwise, (ii) arising in the regular course of business or otherwise, (iii) for payment or performance and/or (iv) now existing or hereafter arising (including, without limitation, interest and other obligations arising or accruing after the commencement of any bankruptcy, insolvency, reorganization or similar proceeding with respect to any Pledgor or any other Person, or which would have arisen or accrued but for the commencement of such proceeding, even if such obligation or the claim therefor is not enforceable or allowable in such proceeding) (collectively, the “Obligations”). NOW THEREFORE, in consideration of the foregoing and other benefits accruing each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each Pledgor

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hereby makes the following representations and warranties to the Collateral Agent for the benefit of the Secured Parties (and each of their respective successors and assigns), as follows:

SECTION 1. Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) any Equity Interests owned directly by Crown Holdings, (ii) more than 65% of the issued and outstanding shares of voting stock of any Non-Domestic Subsidiary or (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (c) subject to Section 5, all payments of dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Collateral”).

Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered.

TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement

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or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

SECTION 2. Delivery of the Collateral. Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities, and any and all certificates or other instruments or documents representing the Collateral.

SECTION 3. Representations, Warranties and Covenants. Each Pledgor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that:

(a) the Pledged Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock or other Equity Interests of the issuer with respect thereto;

(b) except for the security interest granted hereunder, such Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto or as otherwise permitted by the Credit Agreement, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by the Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

(c) the Pledgor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever;

(d) no consent of any other Person (including stockholders or creditors of any Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby;

(e) by virtue of the execution and delivery by the Pledgors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, and subject to the completion of certain post-closing obligations described in Schedule 5.20 to the Credit Agreement, the Collateral Agent will obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations;

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(f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein;

(g) all of the Pledged Stock has been duly authorized and validly issued and is fully paid and nonassessable;

(h) all information set forth herein relating to the Pledged Securities is accurate and complete in all material respects as of the date hereof; and

(i) the pledge of the Pledged Securities pursuant to this Agreement does not violate Regulation U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

SECTION 4. Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent; provided that the Collateral Agent shall not exercise such right without the consent of the Borrowers in the event an Event of Default is not continuing. Each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided, however, that such Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same;

(ii) The Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below; and

(iii) Each Pledgor shall be entitled to receive and retain any and all cash dividends paid on the Pledged Securities to the extent and only to the extent that such cash dividends are permitted by, and otherwise paid in accordance with, the terms and conditions

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of the Credit Agreement, the other Loan Documents and applicable laws. All noncash dividends and all dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to dividends that such Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends. All dividends received by the Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7. After all Events of Default have been cured or waived, the Collateral Agent shall, within five (5) Business Days after all such Events of Default have been cured or waived, repay to each Pledgor all cash dividends (without interest) that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights and such permission shall be deemed to have been granted absent notice to the contrary to the Pledgors from the Collateral Agent. After all Events of Default have been cured or waived, such Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

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SECTION 6. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give a Pledgor ten (10) days’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of such Pledgor’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such Secured Party from any Pledgor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no

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Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

SECTION 7. Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 6, as well as any Collateral consisting of cash, shall be applied by the Collateral Agent as provided in the U.S. Intercreditor Agreement.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 8. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest provided that the Collateral Agent shall only take any action pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect therefor any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to

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them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 9. Waivers; Amendment. (a) No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Pledgor in any case shall entitle such Pledgor or any other Pledgor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Collateral Agent (as directed by the Requisite Obligees under the U.S. Intercreditor Agreement) and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply.

SECTION 10. Securities Act, etc. In view of the position of the Pledgors in relation to the Pledged Securities, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Securities under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Pledgor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall

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incur no responsibility or liability for selling all or any part of the Pledged Securities at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 10 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

SECTION 11. Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of such Pledgor at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 11. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 11 may be specifically enforced.

SECTION 12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, the U.S. Intercreditor Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the U.S. Intercreditor Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange,

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release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

SECTION 13. Termination or Release. (a) This Agreement and the security interest shall terminate pursuant to an in accordance with the terms of the U.S. Intercreditor Agreement; provided, however, this Agreement and the security interest shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Pledgor upon the bankruptcy or reorganization of any Pledgor or otherwise.

(b) In connection with any release of Collateral, release of a Pledgor party to this Agreement or terminations of this Agreement pursuant to and in accordance with the terms of the U.S. Intercreditor Agreement, the Collateral Agent shall execute and deliver to the applicable Pledgor, at such Pledgor’s expense, all UCC termination statements and other similar documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of such UCC termination statements or other documents pursuant to this Section 13 shall be without recourse to or warranty by the Collateral Agent.

SECTION 14. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to any Pledgor that is a Domestic Subsidiary shall be given to it at the address for notices set forth on Schedule I, with a copy to the Borrowers.

SECTION 15. Further Assurances. Each Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Collateral Agent may at any time reasonably request in connection with the administration and enforcement of this Agreement or with respect to the Collateral or any part thereof or in order better to assure and confirm unto the Collateral Agent its rights and remedies hereunder.

SECTION 16. Binding Effect; Several Agreement; Assignment. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Agreement shall become effective as to any Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Pledgor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Pledgor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Pledgor shall have the right to assign its rights hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Pledgor and may be amended, modified, supplemented, waived or released with respect to any Pledgor without the approval of any other Pledgor and without affecting the obligations of any other Pledgor hereunder.

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SECTION 17. Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the Lender’s issuance of and participations in Letters of Credit, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect until this Agreement shall terminate.

(b) In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

SECTION 18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract, and shall become effective as provided in Section 16. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

SECTION 20. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting this Agreement.

SECTION 21. Jurisdiction; Consent to Service of Process. (a) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or

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proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court referred to in paragraph (a) of this Section. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction.

(b) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 22. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 23. Additional Pledgors. Pursuant to Section 5.11 of the Credit Agreement, each Domestic Subsidiary of Crown Holdings that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to, and Crown Holdings shall cause such Domestic Subsidiary to, enter into this Agreement as a Pledgor upon becoming a Domestic Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Annex 1 hereto, such Subsidiary shall become a Pledgor hereunder with the same force and effect as if originally named as a Pledgor herein. The execution and delivery of such instrument shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Pledgor as a party to this Agreement.

SECTION 24. Execution of Financing Statements. Pursuant to Section 9-509 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions, each Pledgor authorizes the Collateral Agent to file financing statements with respect

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to the Collateral owned by it without the signature of such Pledgor in such form and in such filing offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

SECTION 25. Certain Definitions. Capitalized terms used herein but not defined shall have the meaning assigned to such term in the Credit Agreement. For the purposes of this Agreement, the following terms shall have the following meaning:

“Exempted Indebtedness” shall mean any Indebtedness or other obligation which would be considered “Exempted Indebtedness” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt, as such indenture, agreement or interest is in effect on the date hereof.

“Restricted Secured Indebtedness” shall mean, at any time, the portion of the Obligations constituting Exempted Indebtedness that is equal to the maximum aggregate amount of Exempted Indebtedness that may be secured at such time without causing any Existing Unsecured Debt to be required to be equally and ratably secured.

“Restricted Securities” shall mean any shares of capital stock or evidences of indebtedness for borrowed money issued by any Restricted Subsidiary and owned by CCSC or any Restricted Subsidiary.

“Restricted Subsidiary” means any subsidiary of CCSC that would be considered a “Restricted Subsidiary” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt as such indentures, agreements or instruments are in effect on the date hereof.

“Secured Parties” shall mean, collectively, each of (a) the Administrative Agent (for its benefit and for the benefit of the Lenders (including any Lenders of Additional First Priority Bank Indebtedness (as defined in the U.S. Intercreditor Agreement))), (b) the U.K. Administrative Agent (for its benefit and for the benefit of the Lenders (including any Lenders of Additional First Priority Bank Indebtedness) and the other Agents), (c) the Collateral Agent (for its benefit and for the benefit of the Secured Parties), (d) the Bank Related Hedging Exchangers who have executed and delivered an Intercreditor Acknowledgment, if any, and (e) the Bank Related Cash Management Exchangers who have executed and delivered an Intercreditor Acknowledgment, if any.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CROWN HOLDINGS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN CORK & SEAL COMPANY, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN AMERICAS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN INTERNATIONAL HOLDINGS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer

Signature Page to

First Amended and Restated Share Pledge Agreement

CENTRAL STATES CAN CO. OF PUERTO RICO, INC.
CROWN BEVERAGE PACKAGING, INC.
CROWN CONSULTANTS, INC.
CROWN CORK & SEAL COMPANY (DE), LLC
CROWN CORK & SEAL USA, INC.
CROWN PACKAGING TECHNOLOGY, INC.
CROWN BEVERAGE PACKAGING PUERTO RICO, INC.
CROWN FINANCIAL CORPORATION
CROWN FINANCIAL MANAGEMENT, INC.
CROWN HOLDINGS (PA), LLC
CROWN NEW DELAWARE HOLDINGS, INC.
FOREIGN MANUFACTURERS FINANCE CORPORATION
NWR, INC.
CROWN RISDON USA, INC.
CROWN ZELLER USA, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Authorized Officer

Signature Page to

First Amended and Restated Share Pledge Agreement

CROWN CORK & SEAL COMPANY (PA), INC.
By:	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	President

Bank Pledge Agreement

Crown Holdings, Inc.

September 2004

CITICORP NORTH AMERICA, INC.,
as Collateral Agent
By:	/s/ Myles Kassin
Name:	Myles Kassin
Title:	Vice President

Bank Pledge Agreement

Crown Holdings, Inc.

September 2004

Schedule I to the

Bank Pledge Agreement

Name	Address
Crown Cork & Seal Company (PA), Inc.	One Crown Way, Philadelphia, PA 19154
Crown Financial Corporation	One Crown Way, Philadelphia, PA 19154
Foreign Manufacturers Finance Corporation	5301 Limestone Road, Ste. 221, Wilmington, DE 19808
NWR, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Beverage Packaging, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Consultants, Inc.	One Crown Way, Philadelphia, PA 19154
CROWN Packaging Technology, Inc.	11535 South Central Avenue, Alsip, Illinois 60482
Crown Financial Management, Inc.	One Crown Way, Philadelphia, PA 19154
CROWN Cork & Seal USA, Inc.	One Crown Way, Philadelphia, PA 19154
CROWN Risdon USA, Inc.	1100 Buckingham Street, Watertown, CT 06795
CROWN Zeller USA, Inc.	1515 Franklin Boulevard, Libertyville, IL 60048-4459
CROWN Beverage Packaging, Inc.	Km 12 Hm6 65th Infantry Avenue, P.O. Box 817, Carolina, Puerto Rico 00986
Central States Can Co. of Puerto Rico, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Cork & Seal Company (DE), LLC	5301 Limestone Road, Ste. 221, Wilmington, DE 19808
Crown New Delaware Holdings, Inc.	One Crown Way, Philadelphia, PA 19154
Crown Holdings (PA), LLC	One Crown Way, Philadelphia, PA 19154

Schedule II to the

Bank Pledge Agreement

Issuer	Number of Certificates	Registered Owner	Number and Class of Shares/ Type of Interest	Percentage of Shares/Interest Pledged
Crown Cork & Seal Company (DE), LLC	1	Crown Cork & Seal Company, Inc.	1 unit	100	%
CROWN Americas, Inc.	1	Crown Cork & Seal Company, Inc.	100 shares	100	%
Crown International Holdings, Inc.	1	Crown Cork & Seal Company, Inc.	100 shares	100	%
Central States Can Co. of Puerto Rico, Inc.	3	CROWN Americas, Inc.	500 shares	100	%
Crown Beverage Packaging, Inc.	8	CROWN Cork & Seal USA, Inc.	1,000 shares	100	%
Crown Financial Corporation	3	CROWN Americas, Inc.	100 shares	100	%
Crown Financial Management, Inc.	2	CROWN Americas, Inc.	100 shares	100	%
Crown Consultants, Inc.	2	CROWN Americas, Inc.	100 shares	100	%
Crown Cork & Seal Company (PA), Inc.	3	CROWN Americas, Inc.	100 shares	100	%
Foreign Manufacturers Finance Corporation	26	CROWN Americas, Inc.	1,000 shares	100	%
CROWN Cork & Seal USA, Inc.	2	CROWN Americas, Inc.	100 shares	100	%
NWR, Inc.	4	CROWN Americas, Inc.	1 share	100	%
CROWN Zeller USA, Inc.	15	CROWN Americas, Inc.	1,000 shares	100	%
CROWN Packaging Technology, Inc.	2	CROWN Americas, Inc.	100 shares	100	%
CROWN Beverage Packaging Puerto Rico, Inc.	1	Crown Cork & Seal Company, Inc.	100 shares	100	%
CROWN Risdon USA, Inc.	10	CROWN Americas, Inc.	12 shares	100	%
Crown New Delaware Holdings, Inc.	1	CROWN Americas, Inc.	100 shares	100	%
Crown Holdings (PA), LLC	1	Crown Cork & Seal Company, Inc.	1 unit	100	%
CROWN Packaging de Argentina S.A.	N/A	CROWN Americas, Inc. Foreign Manufacturers Finance Corporation	149,608 shares 74 shares	65	%
CROWN Plastic Closures Argentina SA	N/A	CROWN Americas, Inc.	10,261,219 shares	65	%
Crown Brasil Holdings Ltda	N/A	CROWN Americas, Inc.	10,068,708 shares	65	%

Issuer	Number of Certificates	Registered Owner	Number and Class of Shares/ Type of Interest	Percentage of Shares/Interest Pledged
Crown Holdings Chile S.A.	N/A	CROWN Americas, Inc. Foreign Manufacturers Finance Corporation	19,517,980 shares 480,323	65 65	% %
CROWN Centro Americana, S.A. (Costa Rica)	N/A	CROWN Americas, Inc.	38,875,000 shares	65	%
Crown European Holdings SA (France)	N/A	Crown Développement SAS		4.66	%
CROWN Guatemala, S.A.	N/A	CROWN Americas, Inc.	1,430 shares	65	%
CROWN Packaging Guatemala, S.A.	N/A	CROWN Americas, Inc.	390 shares	65	%
Crown Développement SAS	N/A	Crown International Holdings, Inc.	64,160,088 shares	65	%
Copag Trading S.A. (Uruguay)	N/A	CROWN Americas, Inc.	33 shares	65	%
Shorelink Ltd. (British Virgin Islands)	N/A	CROWN Americas, Inc.	1.3 shares	65	%

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Annex I to the

Bank Pledge Agreement

SUPPLEMENT NO. [    ] dated as of [            ], to the BANK PLEDGE AGREEMENT (the “Bank Pledge Agreement”) dated as of September 1, 2004, among CROWN HOLDINGS INC, CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), CROWN AMERICAS, INC. (f/k/a Crown Cork & Seal Americas, Inc.), a Delaware corporation (“Crown Usco”), CROWN INTERNATIONAL, INC., a Delaware corporation (“Crown International”), each Domestic Subsidiary listed on Schedule I thereto (collectively, together with each Domestic Subsidiary that becomes a party thereto pursuant to Section 23 of the Bank Pledge 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 defined in the Bank Pledge Agreement).

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. The Pledgors have entered into the Bank Pledge Agreement in order to induce the Lenders to make Loans. Pursuant to Section 5.11 of the Credit Agreement, each Domestic Subsidiary of Crown Holdings that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into the Bank Pledge Agreement as a Pledgor upon becoming a Domestic Subsidiary. Section 23 of the Bank Pledge Agreement provides that such Subsidiaries may become Pledgors under the Bank Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Pledgor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Pledgor under the Bank Pledge Agreement.

Accordingly, the Collateral Agent and the New Pledgor agree as follows:

SECTION 1. In accordance with Section 23 of the Bank Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the Bank Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and the New Pledgor hereby (a) agrees to all the terms and provisions of the Bank Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Pledgor, as security for the payment and performance in full of the Obligations (as defined in the Bank Pledge Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Pledgor’s right, title and interest in and to the Collateral (as defined in the Bank Pledge Agreement) of the New Pledgor. Each reference to a “Pledgor” in the Bank Pledge Agreement shall be deemed to include the New Pledgor. The Bank Pledge Agreement is hereby incorporated herein by reference.

SECTION 2. The New Pledgor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto and different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Pledgor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Pledgor hereby represents and warrants that set forth on Schedule I attached hereto is a true and correct schedule of all its Pledged Securities (and such Schedule I shall hereby be deemed to modify and amend Schedule II annexed to the Bank Pledge Agreement).

SECTION 5. Except as expressly supplemented hereby, the Bank Pledge Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Bank Pledge Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 14 of the Bank Pledge Agreement. All communications and notices hereunder to the New Pledgor shall be given to it at the address set forth under its signature hereto.

SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

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IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly executed this Supplement to the Bank Pledge Agreement as of the day and year first above written.

[Name of New Pledgor]

By:

Name:

Title:

Address:

CITICORP NORTH AMERICA, INC., as Collateral Agent

By:

Name:

Title:

Schedule I to

Supplement No. [    ]

to the Bank Pledge Agreement

Pledged Securities of the New Pledgor

PLEDGED STOCK

Issuer Number of Certificate Registered Owner Number and Class of Shares Percentage of Shares

EX-4.F

Exhibit 4.f

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, INC.,

as Collateral Agent

Dated as of September 1, 2004

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
SECTION 1.01.	Uniform Commercial Code Defined Terms	9
SECTION 1.02.	Credit Agreement Defined Terms	9
SECTION 1.03.	Definition of Certain Terms Used Herein	10
SECTION 1.04.	Rules of Construction	23
SECTION 1.05.	Resolution of Drafting Ambiguities	23
ARTICLE II
SECURITY INTEREST
SECTION 2.01.	Security Interest	23
SECTION 2.02.	No Assumption of Liability	24
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01.	Title and Authority	25
SECTION 3.02.	Filings	25
SECTION 3.03.	Validity of Security Interest	25
SECTION 3.04.	Limitations on and Absence of Other Liens	26
SECTION 3.05.	Other Actions	26
SECTION 3.06.	Chief Executive Office; Change of Name; Jurisdiction of Organization	29
SECTION 3.07.	Location of Equipment	29
SECTION 3.08.	Condition and Maintenance of Equipment	29
SECTION 3.09.	Corporate Names; Prior Transactions	29
SECTION 3.10.	No Claims	29
SECTION 3.11.	No Conflicts, Consents, etc.	29
ARTICLE IV
COVENANTS
SECTION 4.01.	Change of Name; Location of Collateral; Records; Place of Business	30
SECTION 4.02.	Protection of Security	31
SECTION 4.03.	Further Assurances	31
SECTION 4.04.	Inspection and Verification	31
SECTION 4.05.	Taxes; Encumbrances	31
SECTION 4.06.	Assignment of Security Interest	32
SECTION 4.07.	Continuing Obligations of the Grantors	32
SECTION 4.08.	Use and Disposition of Collateral	32
SECTION 4.09.	Limitation on Modification of Accounts	32

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SECTION 4.10.	Insurance	32
SECTION 4.11.	Legend	33
SECTION 4.12.	Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral	33
ARTICLE V
REMEDIES
SECTION 5.01.	Remedies upon Default	35
SECTION 5.02.	Application of Proceeds	36
SECTION 5.03.	Grant of License to Use Intellectual Property	36
ARTICLE VI
COLLATERAL ACCOUNT
SECTION 6.01.	Establishment of Collateral Account	36
SECTION 6.02.	Application of Proceeds	37
ARTICLE VII
MISCELLANEOUS
SECTION 7.01.	Notices	37
SECTION 7.02.	Security Interest Absolute	37
SECTION 7.03.	Survival of Agreement	38
SECTION 7.04.	Binding Effect	38
SECTION 7.05.	Successors and Assigns	38
SECTION 7.06.	U.S. Intercreditor Agreement; Accounts Receivable Intercreditor Agreement	38
SECTION 7.07.	GOVERNING LAW	38
SECTION 7.08.	Waivers; Amendment; Several Agreement	38
SECTION 7.09.	WAIVER OF JURY TRIAL	39
SECTION 7.10.	Severability	39
SECTION 7.11.	Counterparts	39
SECTION 7.12.	Headings	40
SECTION 7.13.	Jurisdiction; Consent to Service of Process	40
SECTION 7.14.	Termination; Release	40
SECTION 7.15.	Additional Grantors	40
SECTION 7.16.	Concerning Collateral Agent	41
SECTION 7.17.	Collateral Agent May Perform; Collateral Agent Appointed Attorney-in Fact	41
SECTION 7.18.	Expenses	42
SECTION 7.19.	Indemnity	42

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SCHEDULES

Schedule I	Domestic Subsidiaries
Schedule II	Commercial Tort Claims
Schedule III	Prior Liens
Schedule IV	Required Consents
Schedule V	Violations and/or Proceedings
Schedule VI	Excluded Letters of Credit

ANNEXES

Annex I	Form of Joinder Agreement
Annex II	Form of Perfection Certificate

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FIRST AMENDED AND RESTATED U.S. SECURITY AGREEMENT

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 together with any successors in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined).

R E C I T A L S

WHEREAS, on February 26, 2003 (the “Original Effective Date”), the Collateral Agent and the Grantors entered into the U.S. Security Agreement (the “Original Agreement”) and the Original Credit Agreement (as hereinafter defined).

WHEREAS, on the Original Effective Date, Crown Usco, as U.S. borrower, Crown European Holdings SA, a société anonyme organized under the laws of France (“Crown Euroco”), as non-U.S. borrower, the subsidiary borrowers named therein, Crown Holdings, Crown International, CCSC, the lenders from time to time party thereto and Citicorp North America, Inc., as administrative agent, Citibank International plc, as U.K. administrative agent, Deutsche Bank Securities Inc. (“DBSI”), as syndication agent, DBSI and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, ABN AMRO Incorporated, as joint bookrunner, and ABN AMRO Bank N.V., as documentation agent, entered into that certain credit agreement (the “Original Credit Agreement”).

WHEREAS, on the Original Effective Date, (i) Crown Euroco issued $1.085 billion in aggregate principal amount of Second Priority Dollar Notes (as hereinafter defined) and €285 million in aggregate principal amount of Second Priority Euro Notes (as hereinafter defined), in each case under an indenture dated as of the Original Effective Date among Crown Euroco, the guarantors named therein and the Second Priority Notes Trustee (as hereinafter defined) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement (as hereinafter defined), the “Second Priority Notes Indenture”), and (ii) each of the Guarantors (as defined in the Second Priority Notes Indenture) guaranteed the Obligations of Crown Euroco under the Second Priority Notes Indenture (as amended, amended and restated, supplemented or otherwise modified from time to time and together with any future guarantees by the Guarantors of the Obligations of Crown Euroco under the Second Priority Notes Indenture, the “Second Priority Notes Guarantees”).

WHEREAS, on the Original Effective Date, (i) Crown Euroco issued $725 million in aggregate principal amount of Third Priority Notes (as hereinafter defined) under an indenture dated as of the Original Effective Date among Crown Euroco, the guarantors named therein and the Third Priority Notes Trustee (as hereinafter defined) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “Third Priority Notes Indenture”) and (ii) each of the Guarantors (as defined in the Third Priority Notes Indenture) guaranteed the Obligations of Crown Euroco under the Third Priority Notes Indenture (as amended, amended and restated, supplemented or otherwise modified from time to time and together with any future guarantees by the Guarantors of the Obligations of Crown Euroco under the Third Priority Notes Indenture, the “Third Priority Notes Guarantees”).

WHEREAS, on the date hereof, (i) Crown Euroco intends to issue €350.0 million of First Priority Notes (as hereinafter defined) under an indenture dated as of the date hereof among Crown Euroco, the guarantors named therein and the First Priority Notes Trustee (as hereinafter defined) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “First Priority Notes Indenture”), the proceeds of which shall be used (together with the proceeds of Loans under the Credit Agreement) to refinance (the “Refinancing”) in full all outstanding Term B Loans (as defined in the Original Credit Agreement) and terminate the Obligations and Commitments (each as defined in the Original Credit Agreement) under the Original Credit Agreement, and (ii) each of the Guarantors (as defined in the First Priority Notes Indenture) is guaranteeing the Obligations of Crown Euroco under the First Priority Notes Indenture (as amended, amended and restated, supplemented or otherwise modified from time to time and together with any future guarantees by the Guarantors of the Obligations of Crown Euroco under the First Priority Notes Indenture, the “First Priority Notes Guarantees”).

WHEREAS, simultaneously with the issuance of the First Priority Notes, Crown Holdings, Crown International, CCSC, Crown Usco as U.S. borrower (in such capacity, the “U.S. Borrower”), Crown Euroco, as non-U.S. borrower (in such capacity, the “Non-U.S. Borrower”), the subsidiary borrowers named therein (in such capacity, the “Subsidiary Borrowers”, together with the U.S. Borrower and the Non-U.S. Borrower, the “Borrowers”) intend to enter into a new senior secured credit agreement dated as of the date hereof (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, the “Credit Agreement”, which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement to the extent permitted by the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture and any refinancing or replacement of the Credit Agreement or one or more successor or replacement facilities whether or not with a different group of agents or lenders and whether or not with different obligors upon the Administrative Agent’s (as hereinafter defined) acknowledgment of the termination of the predecessor Credit Agreement) with the lenders from time to time party thereto (the “Lenders”), Citicorp North America, Inc., as administrative agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”), Citibank International plc, as the U.K. administrative agent (in such capacity together with its successors and assigns in such capacity, the “U.K. Administrative Agent”), Citigroup Global Markets Inc. (“CGMI”), as sole arranger and sole bookrunner in respect of the Term B Facility (in such capacity together with its successors and assigns in such capacity, the “Term B Arranger”), CGMI and Lehman Brothers Inc., as joint lead arrangers and joint bookrunners (in such capacities together with their successors and assigns in such capacities, the “Lead Arrangers”), Lehman Commercial Paper Inc., as syndication agent (in such capacity together with its successors and assigns in such capacity, the “Syndication Agent”), ABN AMRO Bank N.V., BNP Paribas and Calyon New York Branch, as co-documentation agents (in such capacities together with their successors and assigns in such capacities, the “Co-Documentation Agents”), and Bank of America, N.A., as senior managing agent (in such capacity together with its successors and assigns in such capacity, the “Senior Managing Agent”), pursuant to which the Lenders have agreed to make certain Loans and issue certain Letters of Credit to or for the account of the U.S. Borrower upon the terms and subject to the conditions set forth in the Credit Agreement.

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Crown Holdings and each of the direct and indirect Domestic Subsidiaries of Crown Holdings (other than the Insurance Subsidiary and the Receivables Subsidiary) (together with each other Domestic Subsidiary of Crown Holdings that from time to time after the date hereof guarantee the Obligations (as hereinafter defined) of the Borrowers under the Credit Agreement and the other Loan Documents, the “Guarantors”)

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will guarantee the Obligations of the Borrowers under the Credit Agreement and the other Loan Documents (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time and together with any further guarantees by the Guarantors of the Obligations of the Borrowers under the Credit Agreement, the “Credit Guarantees”).

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Holdings or any of the direct or indirect Domestic Subsidiaries of Crown Holdings may enter into one or more Hedging Agreements (collectively, the “Bank Related Hedging Agreements”) with the one or more Lenders or their respective Affiliates or any other Person permitted under the Credit Agreement at the time such Bank Related Hedging Agreement is entered into (individually, a “Bank Related Hedging Exchanger” and, collectively, the “Bank Related Hedging Exchangers”) and it is desired that the obligations of Crown Holdings or its Domestic Subsidiaries under such Bank Related Hedging Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Hedging Obligations”), be secured by a Lien on and a security interest in the Collateral pursuant to this Agreement; provided that for any Bank Related Hedging Exchanger to receive the benefit of such Lien on and security interest in the Collateral, it shall execute and deliver to the Collateral Agent an acknowledgment to the U.S. Intercreditor Agreement (as hereinafter defined) in the form annexed thereto (each such acknowledgment, an “Intercreditor Acknowledgment”) agreeing to be bound by the terms thereof at any time prior to the payment in full of the Bank Indebtedness (as defined in the U.S. Intercreditor Agreement).

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Holdings or any of the direct or indirect Domestic Subsidiaries of Crown Holdings may enter into one or more Bank Related Cash Management Agreements (as defined in the U.S. Intercreditor Agreement) with one or more Lenders or their respective Affiliates or any other Person permitted under the Credit Agreement at the time such Bank Related Cash Management Agreement is entered into (individually, a Bank Related Cash Management Exchangers” and collectively, the “Bank Related Cash Management Exchangers”) and it is desired that the obligations of Crown Holdings or its Domestic Subsidiaries under such Bank Related Cash Management Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Cash Management Obligations”), be secured by a Lien on and security interest in the Collateral pursuant to this Agreement; provided that for any Bank Related Cash Management Exchanger to receive the benefit of such Lien on and security interest in the Collateral, it shall execute and deliver to the Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof at any time prior to the payment in full of the Bank Indebtedness.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Usco and Crown Euroco may incur certain Additional First Priority Bank Indebtedness (as hereinafter defined) pursuant to the applicable Loan Documents (as hereinafter defined) and the Indentures, which Additional First Priority Bank Indebtedness will be secured by all the Collateral.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the Indentures, any Permitted Issuer may issue certain Additional First Priority Capital Markets Indebtedness (as hereinafter defined), which may be guaranteed by the Grantors, pursuant to the applicable Additional First Priority Capital Markets Indebtedness Documents, which Additional First Priority Capital Markets Indebtedness may be secured by all of the Collateral; provided that for any holder of any Additional First Priority Capital Markets Indebtedness to receive the benefit of this Agreement, it shall cause its Additional First Priority Capital Markets Indebtedness Representative to execute and deliver to the Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof.

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WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the Indentures, any Permitted Issuer may issue certain Additional Second Priority Indebtedness, which may be guaranteed by the Grantors, pursuant to the applicable Additional Second Priority Indebtedness Documents (as hereinafter defined), which Additional Second Priority Indebtedness may be secured by all or any part of the Collateral; provided that for any holder of any Additional Second Priority Indebtedness to receive the benefit of this Agreement, it shall cause an Additional Second Priority Indebtedness Representative to execute and deliver to the Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the Indentures, any Permitted Issuer may issue certain Additional Third Priority Indebtedness, which may be guaranteed by the Grantors, pursuant to the applicable Additional Third Priority Indebtedness Documents (as hereinafter defined), which Additional Third Priority Indebtedness may be secured by all of the Collateral; provided that for any holder of any Additional Third Priority Indebtedness to receive the benefit of this Agreement, it shall cause an Additional Third Priority Indebtedness Representative to execute and deliver to the Collateral Agent an Intercreditor Acknowledgment agreeing to be bound by the terms thereof.

WHEREAS, on February 26, 2003, the Grantors, the Collateral Agent and certain other parties entered into that certain U.S. Intercreditor and Collateral Agency Agreement, which agreement is being amended and restated as of the date hereof to give effect to the Credit Agreement, the First Priority Notes and the security interests contemplated herein (as amended, amended and restated, supplemented or otherwise modified from time to time, the “U.S. Intercreditor Agreement”).

WHEREAS, it is a condition precedent to the effectiveness of the Financing Documents that the Grantors shall have executed and delivered this Agreement in favor of the Collateral Agent for (i) its benefit and (ii) for the benefit of the Secured Parties, to secure the payment and performance with respect to any of the Financing Documents of any and all obligations, liabilities and indebtedness of every kind, nature and description (whether or not constituting future advances or otherwise) from time to time owing by, or on behalf of, the Borrowers and each of the Grantors under or in connection with, such Financing Documents, including principal, interest, charges, fees, premiums, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of such Financing Documents whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of such Financing Documents, or after the commencement of any case with respect to the Borrowers and each of the Grantors under the Bankruptcy Code or any state insolvency law or similar statute (and including, without limitation, any principal, interest, fees, costs, expenses and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable whole or in part in any such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising directly or howsoever acquired (all such monetary and other obligations described in this recital being collectively called the “Obligations”).

WHEREAS, each Grantor is or, as to Collateral acquired by such Grantor after the Original Effective Date, will be the legal and/or beneficial owner of the Collateral pledged by it hereunder.

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Grantors have executed and delivered to the Collateral Agent (a) the Bank Pledge Agreement (as hereinafter defined), and (b) the Shared Pledge Agreement (as hereinafter defined).

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WHEREAS, this Agreement is given by each Grantor in favor of the Collateral Agent for its benefit and the benefit of the other Secured Parties to secure the payment and performance of all of the Obligations.

WHEREAS, Crown Holdings, Crown Usco, CCSC, Crown International and each Subsidiary Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement, the Credit Guarantees, the Bank Related Hedging Agreements, the Bank Related Cash Management Agreements, the First Priority Notes Indenture, the First Priority Notes, the Second Priority Notes Indenture, the Second Priority Notes, the Third Priority Notes Indenture, the Third Priority Notes, the Additional First Priority Bank Indebtedness, the Additional First Priority Capital Markets Indebtedness, the Additional Second Priority Indebtedness and the Additional Third Priority Indebtedness and are, therefore, willing to enter into this Agreement.

NOW THEREFORE, in consideration of the foregoing and other benefits accruing each Grantor, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby makes the following representations and warranties to the Collateral Agent for the benefit of the Secured Parties (and each of their respective successors and assigns), as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Uniform Commercial Code Defined Terms. Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC, including the following which are capitalized herein:

“Accounts”; “Bank”; “Certificates of Title”; “Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity Contract”; “Commodity Customer”; “Commodity Intermediary”; “Deposit Accounts”; “Documents”; “Electronic Chattel Paper”; “Entitlement Holder”; “Entitlement Order”; “Equipment”; “Financial Asset”; “Fixtures”; “Goods”; “Instruments” (as defined in Article 9 rather than Article 3); “Inventory”; “Investment Property”; “Letter-of-Credit Rights”; “Letters of Credit”; “Securities”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”; and “Tangible Chattel Paper”.

SECTION 1.02. Credit Agreement Defined Terms. Capitalized terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement, including the following:

“Affiliate”; “Agents”; “Bank Related Cash Management Agreement”; “Business Day”; “Domestic Subsidiary”; “Existing Unsecured Debt”; “GAAP”; “Governmental Authority”; “Hedging Agreement”; “Indebtedness”; “Insurance Subsidiary”; “Loans”; “Lien”; “Net Proceeds”; “Note”; “Permitted Investments”; “Permitted Liens”; “Permitted Receivables or Factoring Financing”; “Person”; “Receivables Subsidiary”; “Requirement of Law”; “Subsidiary”; “Term B Dollar Loan”; and “U.S. Security Documents”.

Notwithstanding the foregoing, on and after the Obligations under the Loan Documents, the Bank Related Hedging Obligations and the Bank Related Cash Management Obligations have been indefeasibly paid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral (as defined in the Credit Agreement) and the Credit Agreement, the other Loan Documents, the Bank Related Hedging Agreements, the Bank Related Cash Management Agreements and all Letters of Credit issued in connection with the Credit Agreement have terminated the capitalized terms used herein but not otherwise defined shall have meanings assigned to such terms in the Credit Agreement as in effect on such date immediately prior to the termination thereof.

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SECTION 1.03. Definition of Certain Terms Used Herein. As used herein, the following terms shall have the following meanings:

“Account Debtor” shall mean any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Accounts Receivable” shall mean all Accounts and all right, title and interest in any returned goods, together with all rights, titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired; provided that “Accounts Receivable” shall not include any Receivables Assets that have been sold or otherwise transferred in connection with, or are subject to any Liens created pursuant to or in accordance with, any Permitted Receivables or Factoring Financing except to the extent permitted by the Accounts Receivable Intercreditor Agreement.

“Accounts Receivable Intercreditor Agreement” shall mean, in connection with the Receivables Purchase Agreement, the Second Amended and Restated Intercreditor Agreement, dated as of September 1, 2004, among Crown Holdings, Crown International, CCSC, Crown Cork & Seal Receivables (DE) Corporation, Crown Cork & Seal Company USA, Inc., CROWN Risdon USA, Inc., CROWN Zeller USA, Inc., Citibank, N.A. and the Collateral Agent, and, in connection with any amendment to or refinancing of the Receivables Purchase Agreement or any other Permitted Receivables or Factoring Financing, an intercreditor agreement (or amendment thereto or amendment and restatement thereof) substantially similar to the intercreditor agreement referred to above (as determined by the Administrative Agent).

“Additional First Priority Bank Indebtedness” means (a)(i) New Term Dollar Loans and (ii) New Revolving LC Loans incurred by Crown Usco and (b) New Term Euro Loans incurred by Crown Euroco, in each case, pursuant to the Credit Agreement, which indebtedness is secured by a first priority Lien on the Collateral.

“Additional First Priority Capital Markets Indebtedness” means any unsubordinated indebtedness of a Permitted Issuer issued or incurred after the date hereof (other than Additional First Priority Bank Indebtedness), to the extent permitted to be incurred by the Credit Agreement and each other Financing Document, which indebtedness is secured by a first priority Lien on the Collateral.

“Additional First Priority Capital Markets Indebtedness Documents” means any indenture, debenture, note, guaranty, purchase agreement or other document executed by a Permitted Issuer or any other Grantor in connection with the issuance of any such Additional First Priority Capital Markets Indebtedness.

“Additional First Priority Capital Markets Indebtedness Representative” means any trustee or similar representative of the holders of Additional First Priority Capital Markets Indebtedness.

“Additional Second Priority Indebtedness” means unsubordinated indebtedness of a Permitted Issuer issued or incurred after the Original Effective Date, to the extent permitted to be incurred by the Credit Agreement and each other Financing Document, which indebtedness is secured by a second priority Lien on the Collateral.

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“Additional Second Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement or other document executed by a Permitted Issuer or any other Grantor in connection with the issuance of any such Additional Second Priority Indebtedness.

“Additional Second Priority Indebtedness Representative” means any trustee or similar representative of the holders of any such Additional Second Priority Indebtedness.

“Additional Third Priority Indebtedness” means unsubordinated indebtedness of a Permitted Issuer issued or incurred after the Original Effective Date, to the extent permitted to be incurred by the Credit Agreement and each other Financing Document, which indebtedness is secured by a third priority Lien on the Collateral.

“Additional Third Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement or other document executed by a Permitted Issuer or any other Grantor in connection with the issuance of any such Additional Third Priority Indebtedness.

“Additional Third Priority Indebtedness Representative” means any trustee or similar representative of the holders of any such Additional Third Priority Indebtedness.

“Administrative Agent” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Agreement” shall have the meaning assigned to such term in the preamble of this First Amended and Restated U.S. Security Agreement.

“Bank Pledge Agreement” means the Bank Pledge Agreement dated as of the date hereof among Crown Holdings, CCSC, Crown Usco, Crown International and the domestic subsidiaries party thereto and Citicorp North America, Inc., as collateral agent, as amended, amended and restated, supplemented, or otherwise modified from time to time.

“Bank Related Cash Management Exchangers” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Bank Related Cash Management Obligations” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Bank Related Debt” means, collectively, the Bank Related Cash Management Obligations and the Bank Related Hedging Obligations.

“Bank Related Hedging Agreements” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Bank Related Hedging Exchangers” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Bank Related Hedging Obligations” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Bankruptcy Code” means Title 11, United States Code, or any similar federal or state or non-U.S. law or statute for the supervision, administration or relief of debtors including, without limitation, bankruptcy or insolvency laws.

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“Books and Records” shall mean all instruments, files, records, ledger sheets and documents evidencing, covering or relating to any of the Collateral.

“Borrowers” shall have the meaning assigned to such term in the Recitals of this Agreement.

“CCSC” shall have the meaning assigned to such term in the preamble of this Agreement.

“CGMI” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Charges” shall mean any and all property and other taxes, assessments and special assessments, levies, fees and all governmental charges imposed upon or assessed against, and all claims (including, without limitation, landlords’, carriers’, mechanics’, maritime, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law) against, all or any portion of the Collateral.

“Citigroup” shall have the meaning assigned to such term in the preamble of this Agreement.

“Co-Documentation Agent” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Collateral” shall mean all of the following, in each case, whether now owned or hereafter acquired:

(a) Accounts Receivable;

(b) Books and Records;

(c) cash and Deposit Accounts;

(d) Chattel Paper;

(e) Collateral Account and Collateral Account Funds;

(f) Commercial Tort Claims described on Schedule II annexed hereto;

(g) Documents;

(h) Equipment;

(i) Fixtures;

(j) General Intangibles;

(k) Goods;

(l) Instruments;

(m) Inventory;

(n) Investment Property;

(o) Letter-of-Credit Rights;

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(p) Letters of Credit;

(q) Supporting Obligations;

(r) to the extent not covered by clauses (a) through (q) of this definition, all other personal property, whether tangible or intangible; and

(s) Proceeds of any and all of the foregoing;

provided that “Collateral” shall not include (i) any Receivables Assets that have been sold or otherwise transferred in connection with, or are subject to any Liens created pursuant to or in accordance with, any Permitted Receivables or Factoring Financing, and (ii) any “Collateral” (as defined in the Pledge Agreements).

“Collateral Account” shall mean that collateral account established pursuant to Section 6.01 of this Agreement.

“Collateral Account Funds” shall mean, collectively, the following from time to time on deposit in the Collateral Account: (a) all funds (including, without limitation, all Trust Monies), investments (including, without limitation, all Permitted Investments) and all certificates and instruments from time to time representing or evidencing such investments; (b) all notes, certificates of deposit, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of any Grantor in substitution for, or in addition to, any or all of the Collateral; and (c) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the items constituting Collateral.

“Collateral Agent” shall have the meaning assigned to such term in the preamble to this Agreement.

“Collateral Material Adverse Effect” shall mean, as of any date of determination and whether individually or in the aggregate, (a) any event, circumstance, occurrence or condition which has caused or resulted in (or would reasonably be expected to cause or result in) a material adverse effect on the business or operations or prospects as presently conducted; (b) any event, circumstance, occurrence or condition which has caused or resulted in (or would reasonably be expected to cause or result in) a material adverse effect on the value or utility of the Collateral taken as a whole; or (c) any event, circumstance, occurrence or condition which has caused or resulted in (or would reasonably be expected to cause or result in) a material adverse effect on the legality, priority or enforceability of the Lien created by this Agreement or the rights and remedies of the Collateral Agent hereunder.

“Collateral Proceeds” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Control” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC.

“Control Agreement” shall mean an agreement in form and substance acceptable to the Collateral Agent.

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“Copyright License” shall mean each written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or which such Grantor otherwise has the right to license, or granting any right to such Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” shall mean all of the following, in each case whether now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office or any other country, including those listed on Schedule 15(b) of the Perfection Certificate.

“Credit Agreement” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Credit Guarantees” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Crown Euroco” shall have the meaning assigned to such term in the preamble to this Agreement.

“Crown Holdings” shall have the meaning assigned to such term in the preamble to this Agreement.

“Crown International” shall have the meaning assigned to such term in the preamble to this Agreement.

“Crown Usco” shall have the meaning assigned to such term in the preamble to this Agreement.

“DBSI” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Default” shall mean (a) any “Default” under the Credit Agreement as such term is defined in the Credit Agreement until all Obligations under the Credit Agreement, the other Loan Documents, the Bank Related Hedging Agreements and the Bank Related Cash Management Agreements have been indefeasibly repaid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral (as defined in the Credit Agreement) and all Letters of Credit issued in connection with the Credit Agreement have terminated, (b) thereafter shall mean any “Default” under any First Priority Capital Markets Indebtedness Document until all Obligations under such First Priority Capital Markets Indebtedness Documents have been indefeasibly repaid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any Collateral, (c) thereafter shall mean any “Default” under any Second Priority Indebtedness Document until all Obligations under such Second Priority Indebtedness Documents have been indefeasibly repaid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any Collateral and (d) thereafter shall mean any “Default” under any Third Priority Indebtedness Document.

“Destruction” means any and all damage to, or loss or destruction of, or loss of title to, all or any portion of the Collateral.

“Destruction Proceeds” shall have the meaning assigned to such term in the Recitals of this Agreement.

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“Event of Default” shall mean (a) any “Event of Default” under the Credit Agreement as such term is defined in the Credit Agreement until all Obligations under the Credit Agreement, the other Loan Documents, the Bank Related Hedging Agreements and the Bank Related Cash Management Agreements have been indefeasibly repaid in full without any refinancing thereof through the incurrence of Indebtedness having a Lien on any Collateral (as defined in the Credit Agreement) and all Letters of Credit issued in connection with the Credit Agreement have terminated, (b) thereafter shall mean any “Event of Default” under any First Priority Capital Markets Indebtedness Document until all Obligations under such First Priority Capital Markets Indebtedness Documents have been indefeasibly repaid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any Collateral, (c) thereafter shall mean any “Event of Default” under any Second Priority Indebtedness Document until all Obligations under such Second Priority Indebtedness Documents have been indefeasibly repaid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any Collateral and (d) thereafter shall mean any “Event of Default” under any Third Priority Indebtedness Documents.

“Exempted Indebtedness” shall mean any Indebtedness or other obligation which would be considered “Exempted Indebtedness” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt, as such indenture, agreement or interest is in effect on the Original Effective Date.

“Financing Documents” means, collectively, the Loan Documents, the First Priority Notes Documents, the Second Priority Notes Documents, the Third Priority Notes Documents, the Bank Related Hedging Agreements, the Bank Related Cash Management Agreements, the Additional First Priority Capital Markets Indebtedness Documents, the Additional Second Priority Indebtedness Documents and the Additional Third Priority Indebtedness Documents.

“First Priority Capital Markets Indebtedness” means (a) the Obligations of Crown Euroco or any other Grantor under the First Priority Notes Documents and (b) the Obligations of any Permitted Issuer or any other Grantor in respect of Additional First Priority Capital Markets Indebtedness issued under the applicable Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Capital Markets Indebtedness Documents” means, collectively, the First Priority Notes Documents and the Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Notes” means (a) the €350.0 million in aggregate principal amount of 6 ¹/4% First Priority Senior Secured Notes due 2011 of Crown Euroco issued on the date hereof and any exchange notes which are issued in a registered exchange offer for such notes and (b) any additional 6 ¹/4% First Priority Senior Secured Notes due 2011 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the First Priority Notes Indenture.

“First Priority Notes Documents” shall mean the First Priority Notes Indenture, the First Priority Notes, the First Priority Notes Guarantees and any other document executed by Crown Euroco or any Guarantor in connection with the issuance of the First Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“First Priority Notes Guarantees” shall have the meaning assigned to such term in the Recitals of this Agreement.

“First Priority Notes Indenture” shall have the meaning assigned to such term in the Recitals to this Agreement.

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“First Priority Notes Trustee” means Wells Fargo Bank, N.A., together with its successors and assigns in such capacity, as trustee for the holders of the First Priority Notes.

“First Priority Obligations” shall mean, collectively, the following:

(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of the Grantors to (a) the Lenders, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Loan Documents and the due performance and compliance by the Grantors with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Loan Documents and (b) the holders of the First Priority Capital Markets Indebtedness issued pursuant to any First Priority Capital Markets Indebtedness Document, whether now existing or hereafter incurred under, arising out of, or in connection with, any First Priority Capital Markets Indebtedness Documents and the due performance and compliance by the Grantors with all of the terms, conditions and agreements contained in any First Priority Capital Markets Indebtedness Document;

(ii) to the extent any Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger has executed and delivered to the Collateral Agent an Intercreditor Acknowledgment in accordance with the provisions of the U.S. Intercreditor Agreement, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations owing by the Grantors to the Bank Related Hedging Exchanger party or the Bank Related Cash Management Exchanger party, respectively, whether now existing or hereafter incurred, arising out of or in connection with such Bank Related Hedging Agreement or such Bank Related Cash Management Agreement, respectively, and the due performance and compliance by the Grantors with all the terms, conditions and agreements contained therein;

(iii) any and all sums advanced by the Collateral Agent pursuant to this Agreement or the other Financing Documents in order to preserve the Collateral or protect its lien and security interest in the Collateral;

(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Grantors, after an Event of Default shall have occurred and be continuing, all reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and disbursements and court costs (including without limitation all such amounts referred to in Section 7.18 hereof); and

(v) any and all renewals, extensions and modifications of any of the obligations and liabilities referred to in clauses (i) through (iv) above, whether outstanding on the Original Effective Date or extended from time hereafter, inclusive.

“First Priority Secured Parties” shall mean (a) the Administrative Agent (for its benefit and the benefit of the Lenders (including any Lenders of Additional First Priority Bank Indebtedness)), (b) the U.K. Administrative Agent (for its benefit and the benefit of the Lenders (including any Lenders of Additional First Priority Bank Indebtedness) and the other Agents), (c) the Collateral Agent (for its benefit and the benefit of the First Priority Secured Parties), (d) the Bank Related Hedging Exchangers who have executed and delivered an Intercreditor Acknowledgment, if any, (e) the Bank Related Cash Management Exchangers who have executed and delivered an Intercreditor Acknowledgment, if any, (f) the First Priority Notes Trustee (for its benefit and the benefit of the holders of the First Priority Notes) and (g) in the event any obligations in respect of Additional First Priority Capital Markets Indebtedness are to be secured

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by this Agreement, the Additional First Priority Capital Markets Indebtedness Representative in respect of such Additional First Priority Capital Markets Indebtedness (for its benefit and for the benefit of the holders of such Additional First Priority Capital Markets Indebtedness).

“General Intangibles” shall mean collectively, all “general intangibles,” as such term is defined in the UCC, and in any event shall include, without limitation, all choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including all rights and interests in partnerships, limited partnerships, limited liability companies and other unincorporated entities, corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Hedging Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises and tax refund claims.

“Grantors” shall have the meaning assigned to such term in the preamble of this Agreement.

“Indemnified Liabilities” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Indemnitees” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Indentures” shall mean the First Priority Notes Indenture, the Second Priority Notes Indenture, the Third Priority Notes Indenture and any indentures entered into by a Permitted Issuer in connection with any Additional First Priority Capital Markets Indebtedness, Additional Second Priority Indebtedness and Additional Third Priority Indebtedness.

“Intellectual Property” shall mean all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and Books and Records describing or used in connection with, any of the foregoing.

“Intercreditor Acknowledgment” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Lead Arrangers” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Lenders” shall have the meaning assigned to such term in the Recitals of this Agreement.

“License” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense to which any Grantor is a party, including, without limitation, those listed on Schedules 15(a) and 15(b) of the Perfection Certificate (other than those license agreements in existence on the Original Effective Date and listed on Schedules 15(a) and 15(b) of the Perfection Certificate and those license agreements entered into after the Original Effective Date, which by their terms prohibit assignment or a grant of a security interest by such Grantor as licensee thereunder except to the extent such prohibitions are rendered ineffective by the provisions of Sections 9-406, 9-407 and 9-408 of the UCC).

“Loan Documents” means the Credit Agreement, each guaranty of the Obligations thereunder by a Grantor and any other document executed by Crown Holdings or any of its subsidiaries in connection

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with the Credit Agreement (including, without limitation, any Joinder Agreement or any other documents executed or delivered with respect to any Additional First Priority Bank Indebtedness and the Security Documents), in each case, as amended, amended and restated, supplements, refinanced, replaced or otherwise modified from time to time.

“Non-U.S. Borrower” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Obligations” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Operative Agreement” shall mean (i) in the case of any limited liability company or partnership or other non-corporate entity, any membership or partnership agreement or other organizational agreement or document thereof and (ii) in the case of any corporation, any charter or certificate of incorporation and by-laws thereof.

“Original Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Original Credit Agreement” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Original Effective Date” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Other Proceeds” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or which any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any other country, including those listed on Schedule 15(a) of the Perfection Certificate, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” shall mean a certificate in the form of Annex II hereto or any other form approved by the U.S. Collateral Agent, dated as of February 26, 2003, as supplemented as of the date hereof and as may further be amended, supplemented or otherwise modified.

“Permitted Issuer” shall mean any Parent Guarantor (other than CCSC), Crown Euroco or Crown Usco or any direct special purpose finance subsidiary thereof formed solely to be the issuer of any Refinancing Plan Indebtedness; provided that such person becomes a Loan Party and complies with Section 5.11 of the Credit Agreement and a Grantor hereunder in compliance with Section 7.15.

“Pledge Agreements” means the Bank Pledge Agreement and the Shared Pledge Agreement.

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“Principal Property” shall mean any Fixture which would be considered a part of a “Principal Property” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt as such indentures, agreements or instruments were in effect on the Original Effective Date.

“Prior Liens” shall mean, collectively, the Liens identified in Schedule III annexed hereto relating to those items of Collateral identified in such Schedule.

“Proceeds” shall mean, collectively, all “proceeds,” as such term is defined in the UCC, and in any event shall include, without limitation, any consideration received from the sale, exchange, license, lease or other disposition of ownership or control of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any License and (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Receivables Assets” shall mean accounts receivable (including any bills of exchange), any security therefor, collections thereof, bank accounts holding payments in respect of accounts receivable, and related assets and property.

“Refinancing” shall have the meaning assigned to such term in the Recitals to this Agreement.

“Restricted Secured Indebtedness” shall mean, at any time, the portion of the Obligations constituting Exempted Indebtedness that is equal to the maximum aggregate amount of Exempted Indebtedness that may be secured at such time without causing any Existing Unsecured Debt to be required to be equally and ratably secured, which “Restricted Secured Indebtedness” shall (a) first, secure the First Priority Obligations, (b) second, secure the Second Priority Obligations and (c) third, secure the Third Priority Obligations.

“Second Priority Dollar Notes” means (a) the $1.085 billion in aggregate principal amount of 9 ¹/2% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (b) any additional 9 ¹/2% Second Priority Senior Secured Notes due 2011 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

“Second Priority Euro Notes” means (a) the €285 million in aggregate principal amount of 10 ¹/4% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (b) any additional 10 ¹/4% Second Priority Senior Secured Notes due 2011 of Crown Euroco, to the extent that the

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issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

“Second Priority Indebtedness Documents” means, collectively, the Second Priority Notes Documents and any Additional Second Priority Indebtedness Documents.

“Second Priority Notes” means the Second Priority Dollar Notes and the Second Priority Euro Notes.

“Second Priority Notes Documents” means the Second Priority Notes Indenture, the Second Priority Notes, the Second Priority Notes Guarantees and any other document executed by Crown Euroco, Crown Holdings or any Guarantor in connection with the issuance of the Second Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Second Priority Notes Guarantees” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Second Priority Notes Indenture” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Second Priority Notes Trustee” means Wells Fargo Bank, N.A., together with its successors and assigns in such capacity, as trustee for the holders of the Second Priority Notes.

“Second Priority Obligations” shall mean the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of the Grantors to the holders of the Second Priority Notes or of Indebtedness issued pursuant to any Additional Second Priority Indebtedness Document, whether now existing or hereafter incurred under, arising out of, or in connection with, the Second Priority Notes Documents or any Additional Second Priority Indebtedness Document and the due performance and compliance by the Grantors with all of the terms, conditions and agreements contained in the Second Priority Notes Indenture or any Additional Second Priority Indebtedness Document.

“Second Priority Secured Parties” shall mean (a) the Second Priority Notes Trustee (for its benefit and for the benefit of the holders of the Second Priority Notes) and (b) in the event any obligations in respect of any Additional Second Priority Indebtedness are to be secured by this Agreement, the Additional Second Priority Indebtedness Representative in respect of such Additional Second Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Second Priority Indebtedness).

“Secured Parties” shall mean the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties.

“Security Interest” shall have the meaning assigned to such term in Section 2.01 hereof.

“Senior Managing Agent” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Shared Pledge Agreement” means the First Amended and Restated Shared Pledge Agreement dated as of the date hereof among Crown Holdings, CCSC, Crown Usco, Crown International and the domestic subsidiaries party thereto and Citicorp North America, Inc., as collateral agent, as amended, amended and restated, supplemented, or otherwise modified from time to time.

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“Subsidiary Borrowers” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Subsidiary Guarantors” shall have the meaning assigned to such term in the preamble of this Agreement.

“Syndication Agent” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Taking” means any taking of the Collateral or any portion thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition or use of the Collateral or any portion thereof, by any Governmental Authority.

“Term B Arranger” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Third Priority Indebtedness Documents” means, collectively, the Third Priority Notes Documents and any Additional Third Priority Indebtedness Documents.

“Third Priority Notes” means (a) the $725 million in aggregate principal amount of 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (b) any additional 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which were issued in a registered exchange offer for such notes, in each case issued under the Third Priority Notes Indenture.

“Third Priority Notes Documents” means the Third Priority Notes Indenture, the Third Priority Notes, the Third Priority Notes Guarantees and any other document executed by Crown Euroco, Crown Holdings or any Guarantor in connection with the issuance of the Third Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Third Priority Notes Guarantees” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Third Priority Notes Indenture” shall have the meaning assigned to such term in the Recitals of this Agreement.

“Third Priority Notes Trustee” means Wells Fargo Bank, N.A., together with its successors and assigns in such capacity, as trustee for the holders of the Third Priority Notes.

“Third Priority Obligations” shall mean the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of the Grantors to the holders of the Third Priority Notes or Indebtedness issued pursuant to any Additional Third Priority Indebtedness Document, whether now existing or hereafter incurred under, arising out of, or in connection with, the Third Priority Notes Documents or any Additional Third Priority Indebtedness Document and the due performance and compliance by the Grantors with all of the terms, conditions and agreements contained in the Third Priority Notes Indenture or any Additional Third Priority Indebtedness Document.

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“Third Priority Secured Parties” shall mean (a) the Third Priority Notes Trustee (for its benefit and for the benefit of the holders of the Third Priority Notes) and (b) in the event any obligations in respect of any Additional Third Priority Indebtedness are to be secured by this Agreement, the Additional Third Priority Indebtedness Representative in respect of such Additional Third Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Third Priority Indebtedness).

“Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office, any State of the United States or any similar offices in any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule 15(a) of the Perfection Certificate, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

“Trust Monies” means all cash and Permitted Investments received by the Collateral Agent:

(a) upon the release of Collateral from the Lien of this Agreement or any Financing Document, including all Net Proceeds and all moneys received in respect of the principal of all purchase money, governmental and other obligations;

(b) pursuant to the U.S. Intercreditor Agreement or any Financing Document;

(c) as proceeds of any sale or other disposition of all or any part of the Collateral by or on behalf of the Collateral Agent or any collection, recovery, receipt, appropriation or other realization of or from all or any part of the Collateral pursuant to the U.S. Intercreditor Agreement or any of the Financing Documents; or

(d) for application as provided in the relevant provisions of the U.S. Intercreditor Agreement or any Financing Document or which disposition is not otherwise specifically provided for in the U.S. Intercreditor Agreement or in any Financing Document.

“UCC” shall mean the Uniform Commercial Code as in effect on the Original Effective Date in the State of New York; provided, however, that if by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect on the Original Effective Date in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions relating to such provisions.

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“U.K. Administrative Agent” shall have the meaning assigned to such term in the Recitals of this Agreement.

“U.S. Borrower” shall have the meaning assigned to such term in the Recitals of this Agreement.

“U.S. Intercreditor Agreement” shall have the meaning assigned to such term in the Recitals of this Agreement.

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) provisions apply to successive events and transactions;

(6) references to sections of or rules under the Securities Act of 1933, as amended, shall be deemed to include substitute, replacement or successor sections or rules adopted by the Securities and Exchange Commission from time to time; and

(7) references to “subject to the terms of the U.S. Intercreditor Agreement” or words of similar meaning shall have effect if the U.S. Intercreditor Agreement is then in effect.

SECTION 1.05. Resolution of Drafting Ambiguities. Each Grantor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof.

ARTICLE II

SECURITY INTEREST

SECTION 2.01. Security Interest. (a) The following Liens on the Collateral are hereby granted:

(1) As security for the payment or performance, as the case may be, in full of the First Priority Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent and its successor and assigns, for the ratable benefit of the First Priority Secured Parties, a first priority security interest in, all of such Grantor’s right, title and interest in, to and under the Collateral.

(2) As security for the payment or performance, as the case may be, in full of the Second Priority Obligations, each Grantor hereby bargains, sells, conveys, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent for the ratable benefit of the Second Priority Secured Parties, a second priority security interest in all of such Grantor’s right, title and

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interest in, to and under the Collateral; provided that the Liens granted pursuant to this clause shall be subject and subordinate to the Liens granted to secure the First Priority Obligations pursuant to the immediately preceding clause and further subject to the provisions of the U.S. Intercreditor Agreement.

(3) As security for the payment or performance, as the case may be, in full of the Third Priority Obligations, each Grantor hereby bargains, sells, conveys, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent for the ratable benefit of the Third Priority Secured Parties, a third priority security interest in all of such Grantor’s right, title and interest in, to and under the Collateral; provided that the Liens granted pursuant to this clause shall be subject and subordinate (i) first to the Liens granted pursuant to Section 2.01(a)(1) to secure the First Priority Obligations and (ii) second to the Liens granted pursuant to Section 2.01(a)(2) to secure the Second Priority Obligations, and, in each case, further subject to the provisions of the U.S. Intercreditor Agreement.

Subject to the provisos to clauses (2) and (3) of this Section 2.01(a), each Grantor hereby affirms its prior grant of security interests under the Original Agreement for the benefit of the Second Priority Secured Parties and the Third Priority Secured Parties. Without limiting the foregoing, it is expressly understood and agreed that all security interests, assignment and liens granted by the Grantors for the benefit of the Second Priority Secured Parties and the Third Priority Secured Parties in the Original Agreement are not terminated hereby, but continue and remain in full force and effect, subject to the terms and provisions hereof.

Notwithstanding any other provision hereof, if any Principal Property constitutes Collateral, then such Principal Property shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Principal Property without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations outstanding under the Financing Documents. If any Collateral constitutes Principal Property any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby. The Liens granted hereunder to secure the First Priority Obligations, the Second Priority Obligations and the Third Priority Obligations are collectively referred to herein as the “Security Interest.”

(b) Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including fixture filings), continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

SECTION 2.02. No Assumption of Liability. The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:

SECTION 3.01. Title and Authority. Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

SECTION 3.02. Filings. (a) All information set forth herein and in the Perfection Certificate, including the Schedules annexed hereto and thereto, has been duly prepared, completed and executed and the information set forth herein and therein is correct and complete in all material respects. The Collateral described on the Schedules annexed to the Perfection Certificate constitutes all of the property of such type of Collateral owned or held by the Grantors. Fully completed UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been delivered to the Collateral Agent for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate, which are all the filings, recordings and registrations that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and, no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(b) Each Grantor represents and warrants that fully executed security agreements in the form hereof and containing a description of all Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Patents and Trademarks for which United States registration applications are pending) and with respect to United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in respect of all Collateral consisting of United States Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions. Other than the filing of such security agreements with the United States Patent and Trademark Office and the United States Copyright Office (as applicable), and the filing of appropriate financing statements in the relevant government offices pursuant to the UCC, no further or subsequent filing, refiling, recording, prerecording, registration or preregistration is necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent for its benefit and the benefit of the other Secured Parties in respect of all such Collateral (other than such actions as are necessary to perfect the Security Interest with respect to any such Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the Original Effective Date).

SECTION 3.03. Validity of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all the Collateral securing the payment and performance of the Obligations,

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(b) subject to the filings described in Section 3.02 above, a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or other applicable law in such jurisdictions, (c) a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and (d) a perfected Security Interest in all Collateral in which a security interest may be perfected by possession or control by the Collateral Agent, in each case, to the extent required pursuant to the provisions hereof. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than Prior Liens and Permitted Liens of the type described in clauses (vi), (vii), (viii), (ix), (xi), (xiv), (xv), (xvi), (xvii), (xviii) and (xxiv) of the definition thereof in the Credit Agreement and clauses (4), (5), (6), (7)(a), (8), (9), (10), (11), (12), (18) and (21) of the definition thereof in each of the Indentures.

SECTION 3.04. Limitations on and Absence of Other Liens. The Collateral is owned by the Grantors free and clear of any Lien, except for Permitted Liens. The Grantors have not filed or consented to the filing of (a) any financing statement or analogous document under the UCC or any other applicable laws covering any Collateral which has not been released, (b) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (c) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Permitted Liens.

SECTION 3.05. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Collateral:

(a) Instruments and Tangible Chattel Paper. As of the date hereof and the Original Effective Date, each Grantor hereby represents and warrants that (i) no amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 13 of the Perfection Certificate and (ii) each such Instrument and each such item of Tangible Chattel Paper has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the Grantor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Grantor from time to time, to the extent necessary for collection in the ordinary course of such Grantor’s business.

(b) Deposit Accounts. Each Grantor hereby represents and warrants that (i) it has neither opened nor maintains any Deposit Accounts other than the Collateral Account established and maintained pursuant to this Agreement and the accounts listed in Schedule 17 of the Perfection Certificate and (ii) the Collateral Agent has a perfected first priority security interest in the

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Collateral Account and each Deposit Account listed in Schedule 17 of the Perfection Certificate by Control (other than such Deposit Accounts (x) in which the average monthly balance on deposit in all such Deposit Accounts is less than $1,000,000 in the aggregate, (y) in which the granting of a security interest and entering into a Control Agreement with respect to such Deposit Accounts is prohibited by Requirements of Law or (z) in which the granting of a security interest and entering into a Control Agreement with respect to such Deposit Account is prohibited by, and would result in a default under, any Permitted Receivables or Factoring Financing). No Grantor shall hereafter establish and maintain any Deposit Account unless (1) the applicable Grantor shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Grantor shall have duly executed and delivered to the Collateral Agent a Control Agreement with respect to such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing or, after giving effect to any withdrawal, would occur. No Grantor shall grant Control of any Deposit Account to any Person other than the Collateral Agent.

(c) Investment Property. (i) Each Grantor hereby represents and warrants that it (1) has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in Schedule 17 of the Perfection Certificate and the Collateral Agent has a perfected security interest in such Securities Accounts and Commodity Accounts by Control (other than such Securities Accounts or Commodity Accounts (x) in which the average monthly balance on deposit in such account is less than $50,000 or (y) in which the granting of a security interest and entering into a Control Agreement with respect to such Securities Accounts or Commodity Accounts is prohibited by Requirements of Law) and (2) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Stock under the Pledge Agreements and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 17 of the Perfection Certificate.

(ii) If any Grantor shall at any time hold or acquire any certificated securities constituting Investment Property, such Grantor shall promptly, but in no event later than three (3) Business Days, endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If any securities now or hereafter acquired by any Grantor constituting Investment Property are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly, but in no event later than three (3) Business Days, notify the Collateral Agent thereof and pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (b) arrange for the Collateral Agent to become the registered owner of the securities. No Grantor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Grantor shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any cash or

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Investment Property and any new securities, instruments, documents or other property by reason of ownership of the Investment Property received by it into a Securities Account or Commodity Account subject to a Control Agreement in favor of the Collateral Agent. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. No Grantor shall grant control over any Investment Property to any Person other than the Collateral Agent. Notwithstanding anything to the contrary in this clause (ii), in no event shall the foregoing include any “Collateral” as defined in the Pledge Agreements.

(iii) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 3.05(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Grantors or any other Person under any Control Agreement or under applicable law. Each Grantor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property pledged by it under this Agreement. In the event any Grantor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent from all costs and expenses incurred by the Collateral Agent under this Section 3.05(c).

(d) Electronic Chattel Paper and Transferable Records. If any amount individually or in the aggregate in excess of $500,000 payable under or in connection with any of the Collateral shall be evidenced by any Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act of Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

(e) Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a Letter of Credit now or hereafter issued in favor of such Grantor in an amount individually or in the aggregate in excess of $500,000 (other than those Letters of Credit listed on Schedule VI hereto), such Grantor shall promptly notify the Collateral Agent thereof and such Grantor shall, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (i) arrange for

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the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such Letter of Credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit are to be applied as provided by the Borrower, or after an Event of Default, as provided in the U.S. Intercreditor Agreement.

(f) Commercial Tort Claims. As of the date hereof and the Original Effective Date each Grantor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule II hereto. If any Grantor shall at any time hold or acquire a Commercial Tort Claim having a value individually or in the aggregate in excess of $500,000, such Grantor shall immediately notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Collateral Agent.

SECTION 3.06. Chief Executive Office; Change of Name; Jurisdiction of Organization. The exact legal name, type of organization, jurisdiction of organization, Federal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Schedules 1(a) and 2(a) of the Perfection Certificate. Such Grantor is a registered organization except to the extent disclosed in Schedule 1(a) of the Perfection Certificate.

SECTION 3.07. Location of Equipment. All Equipment and Inventory of such Grantor is located at the chief executive office or such other location listed in Schedule 2(a), 2(b), 2(c), 2(d) or 2(e) of the Perfection Certificate.

SECTION 3.08. Condition and Maintenance of Equipment. The Equipment of such Grantor is in good repair, working order and condition, reasonable wear and tear excepted. Each Grantor shall cause the Equipment to be maintained and preserved in good repair, working order and condition, reasonable wear and tear excepted, and shall as quickly as commercially practicable make or cause to be made all repairs, replacements and other improvements which are necessary or appropriate in the conduct of such Grantor’s business, except where the failure to make such repairs, replacements or improvements would not have a Collateral Material Adverse Effect.

SECTION 3.09. Corporate Names; Prior Transactions. Such Grantor has not, during the past five (5) years, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in Schedules 1(b), 1(c) and 4 of the Perfection Certificate.

SECTION 3.10. No Claims. The use by such Grantor of the Collateral and all such rights with respect to the foregoing do not infringe on the rights of any Person other than such infringement which would not, individually or in the aggregate, result in a Collateral Material Adverse Effect. No claim has been made and remains outstanding that such Grantor’s use of any Collateral does or may violate the rights of any third Person that would, individually or in the aggregate, have a Collateral Material Adverse Effect.

SECTION 3.11. No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Grantor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Grantor or any issuer of Pledged Stock, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument

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or other document to which such Grantor is a party, or by which it is bound or to which any of its properties or assets are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Grantor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by any of the other Financing Documents) upon or with respect to any of the property now owned or hereafter acquired by such Grantor. Except as set forth in Schedule IV annexed hereto, no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person (including, without limitation, equityholders or creditors of such Grantor) is required (A) for the pledge by such Grantor of the Collateral pledged by it pursuant to this Agreement or for the execution, delivery or performance hereof by such Grantor other than such as have been obtained or made and are in full force and effect and except for such filings as may be necessary to perfect the Liens granted pursuant to this Agreement, (B) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Collateral Agent of the remedies in respect of the Collateral pursuant to this Agreement subject to the provisions of Article V hereof. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Grantor agrees to use its commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

ARTICLE IV

COVENANTS

SECTION 4.01. Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral for the benefit of the First Priority Secured Parties, a valid, legal and perfected second priority security interest in all the Collateral for the benefit of the Second Priority Secured Parties and a valid, legal and perfected third priority security interest in all the Collateral for the benefit of the Third Priority Secured Parties subject to no Liens other than Prior Liens and Permitted Liens of the type described in clauses (vi), (vii), (viii), (ix), (xi), (xiv), (xv), (xvi), (xvii), (xviii) and (xxiv) of the definition thereof in the Credit Agreement and clauses (4), (5), (6), (7)(a), (8), (9), (10), (11), (12), (18) and (21) of the definition thereof in each of the Indentures. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.

(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, in each case to the extent required by GAAP, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.

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SECTION 4.02. Protection of Security. Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien other than those Liens permitted hereunder and pursuant to the Credit Agreement.

SECTION 4.03. Further Assurances. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly, but in no event later than three (3) Business Days, pledged and delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent.

Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedules 15(a) and 15(b) of the Perfection Certificate or adding additional schedules to the Perfection Certificate to specifically identify any asset or item that may constitute Copyrights, Licenses, Patents or Trademarks; provided, however, that any Grantor shall have the right, exercisable within thirty (30) days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its commercially reasonable efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within thirty (30) days after the date it has been notified by the Collateral Agent of the specific identification of such Collateral.

SECTION 4.04. Inspection and Verification. The Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right, at the Grantors’ own cost and expense, to at all reasonable times and upon reasonable notice under the circumstances inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantors’ affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including, in the case of Accounts or Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Collateral for the purpose of making such a verification, with substantially concurrent notice to the Grantors. Notwithstanding the foregoing, the Collateral Agent’s right to inspect any premises leased by any Grantor shall only be required to the extent permitted by third party landlords with rights to govern access; provided, however, that to the extent any third party landlord does not permit the Collateral Agent to have access to any leased premises, the applicable Grantor shall use commercially reasonable efforts to cause such third party landlord to permit access to the Collateral Agent at such leased premises. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

SECTION 4.05. Taxes; Encumbrances. At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral except to the extent same constitute Permitted Liens, and may pay for the

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maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.05 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Financing Documents.

SECTION 4.06. Assignment of Security Interest. If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall be deemed to have assigned such security interest to the Collateral Agent. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the security interest granted pursuant to the foregoing sentence.

SECTION 4.07. Continuing Obligations of the Grantors. Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

SECTION 4.08. Use and Disposition of Collateral. None of the Grantors shall make or permit to be made an assignment for security, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral other than those Liens permitted hereunder and pursuant to the Credit Agreement. None of the Grantors shall make or permit to be made any transfer of the Collateral and each Grantor shall remain at all times in possession of the Collateral owned by it, except that (a) Inventory may be sold in the ordinary course of business and (b) unless and until the Collateral Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Collateral in any lawful manner not inconsistent with the provisions of this Agreement, the U.S. Intercreditor Agreement, the Credit Agreement or any other Financing Document.

SECTION 4.09. Limitation on Modification of Accounts. None of the Grantors will, without the Collateral Agent’s prior written consent, which consent shall not be unreasonably withheld, grant any extension of the time of payment of any of the Accounts Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged.

SECTION 4.10. Insurance. The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment in accordance with Section 5.04 of the Credit Agreement and Section 4.04 of each Indenture, and such insurance shall (a) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (b) name the Collateral Agent as insured party on liability policies and loss payee on property policies and (c) be reasonably satisfactory in all other respects to the Collateral Agent. Each Grantor irrevocably makes,

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constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this Section 4.10, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby ratably and in the same priority as the original Obligations. So long as no Event of Default has occurred and is continuing, all actions to be taken with respect to the making, settling and adjusting of claims under insurance policies may be taken by the Grantors without any requirement of participation or consent from the Collateral Agent and all proceeds received from any insurance with respect to any claim may be paid directly to the applicable Grantor to be applied in accordance with the provisions of Section 6.02 hereof.

SECTION 4.11. Legend. Upon the request of the Collateral Agent, each Grantor shall legend, in form and manner satisfactory to the Collateral Agent, its Accounts Receivable and its books, records and documents evidencing or pertaining thereto with an appropriate reference to the fact that such Accounts Receivable have been assigned to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein.

SECTION 4.12. Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent which is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, and agrees that it shall continue to mark any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.

(b) Each Grantor (either itself or through its licensees or its sublicenses) will, for each Trademark material to the conduct of such Grantor’s business, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

(c) Each Grantor (either itself or through licensees) will, for each work covered by a material Copyright, publish, reproduce, display, adopt and distribute such work with such appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.

(d) Each Grantor shall notify the Collateral Agent as soon as practicable if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same,

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or to keep and maintain the same. Notwithstanding the foregoing, the Grantors shall not be obligated to notify the Collateral Agent of any determinations or developments regarding any Patent, Trademark or Copyright in any ex-parte proceeding with respect to the prosecution of any application in the United States Patent and Trademark Office, United States Copyright Office or similar office in any other jurisdiction.

(e) At the end of each fiscal quarter, each Grantor shall promptly provide the Collateral Agent with a document listing any new application or registration for any Patent, Trademark or Copyright that was filed by or on behalf of such Grantor with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof since the last such document was provided to the Collateral Agent by such Grantor, and shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable.

(f) Each Grantor will take all necessary steps that are consistent with its reasonable business judgment and the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

(g) In the event that any Grantor has reason to believe that any Collateral consisting of a Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, and such infringement, misappropriation or dilution is expected to have a material adverse effect on such Grantor’s business, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its reasonable business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate and consistent with its reasonable business judgment under the circumstances to protect such Collateral.

(h) To each Grantor’s knowledge, on and as of the Original Effective Date and the date hereof, (i) except as set forth in Schedule V annexed hereto, there is no material violation by others of any right of such Grantor with respect to any Copyright, Patent or Trademark listed in Schedules 15(a) and 15(b) of the Perfection Certificate, respectively, pledged by it under the name of such Grantor, (ii) such Grantor is not infringing upon any Copyright, Patent or Trademark of any other Person other than such infringement that would not (or could not reasonably be expected to) result in a Collateral Material Adverse Effect with respect to Intellectual Property and (iii) no proceedings are currently pending against such Grantor alleging any such violation, except as may be set forth in Schedule V.

(i) Upon and during the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

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ARTICLE V

REMEDIES

SECTION 5.01. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give a Grantor ten (10) days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC) as of the Collateral Agent’s intention to make any sale of such Grantor’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to

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the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-611 of the UCC.

SECTION 5.02. Application of Proceeds. At such intervals as may be agreed upon by Crown Holdings and the Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s election, the Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the Obligations in the order and in the amounts specified in the U.S. Intercreditor Agreement.

SECTION 5.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

ARTICLE VI

COLLATERAL ACCOUNT

SECTION 6.01. Establishment of Collateral Account. (a) On the Original Effective Date, the Collateral Agent was authorized to establish, and has since such date maintained at its office at 390 Greenwich Street, New York, New York 10013, in the name of the Collateral Agent, a restricted deposit account designated “Crown Cork & Seal Company, Inc. Collateral Account”. Each Grantor shall, to the extent contemplated by this Agreement, the Credit Agreement, the Indentures, the U.S. Intercreditor Agreement or in any other Financing Document, deposit into the Collateral Account from time to time (A) the Net Proceeds of any of the Collateral (as defined in the Credit Agreement for the purposes of this Article VI), including pursuant to any disposition thereof (the “Collateral Proceeds”), (B) the Net Proceeds of any Taking or Destruction with respect to Collateral to the extent required to be deposited in the Collateral Account pursuant to Section 2.05(d)(iii) of the Credit Agreement (the “Destruction Proceeds”), (C) any cash in respect of any Collateral to which the Collateral Agent is entitled pursuant to this Agreement, the Credit Agreement, or any other Financing Document (the “Other Proceeds”) and (D) any cash such Grantor is required to pledge as additional collateral security pursuant to any Financing Documents.

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(b) The balance from time to time in the Collateral Account shall constitute part of the Collateral (as defined herein) and shall not constitute payment of the Obligations until applied as hereinafter provided.

(c) [Reserved].

(d) So long as no Default or Event of Default has occurred and is continuing or will result therefrom and to the extent Grantor is not required to repay Obligations under any Financing Documents, the Collateral Agent shall within three (3) Business Days of receiving a request of the applicable Grantor for release of cash proceeds constituting Collateral Proceeds, Destruction Proceeds or Other Proceeds, release such cash proceeds; provided that the Collateral Agent shall be satisfied that the conditions relating the release thereof set forth in Section 2.05 of the Credit Agreement and Section 4.11 of each Indenture have been satisfied.

(e) At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Requisite Obligees as specified in the U.S. Intercreditor Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time outstanding under the Collateral Account to the payment of the Obligations in the manner specified in the U.S. Intercreditor Agreement.

(f) Amounts on deposit in the Collateral Account shall be invested from time to time in Permitted Investments (as defined in each Financing Document) as the applicable Grantor (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine, which Permitted Investments shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that, at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Requisite Obligees as specified in the U.S. Intercreditor Agreement, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Permitted Investments and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner specified in the U.S. Intercreditor Agreement.

SECTION 6.02. Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as provided in the U.S. Intercreditor Agreement.

ARTICLE VII

MISCELLANEOUS

SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10(a) of the U.S. Intercreditor Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it at its address or telecopy number set forth on Schedule I, with a copy to Crown Holdings.

SECTION 7.02. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest and all obligations of the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, the U.S. Intercreditor

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Agreement, the Indentures, any other Financing Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Indentures, any other Financing Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other Collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

SECTION 7.03. Survival of Agreement. All covenants, agreements, representations and warranties made by any Grantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Financing Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive (A) the making by the Lenders of the Loans (including any Loans pursuant to any Additional First Priority Bank Indebtedness); (B) the Lenders’ issuance of and participations in Letters of Credit; (C) Borrowers’ issuance of Bank Related Debt; (D) the issuance of (i) the First Priority Notes, (ii) the Second Priority Notes and (iii) the Third Priority Notes; and (E) the issuance of any (i) Additional First Priority Capital Markets Indebtedness, (ii) Additional Second Priority Indebtedness and (iii) Additional Third Priority Indebtedness, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect until this Agreement shall terminate.

SECTION 7.04. Binding Effect. This Agreement (as amended and restated as of the date hereof) shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly permitted by each of the other Financing Documents.

SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 7.06. U.S. Intercreditor Agreement; Accounts Receivable Intercreditor Agreement. Notwithstanding anything to the contrary in this Agreement, the rights of the parties hereunder shall be subject to the terms of the U.S. Intercreditor Agreement. With respect to any Collateral which comprises Accounts Receivable, the rights, remedies and entitlements of the Collateral Agent hereunder shall be subject to, and may only be exercised or enforced in accordance with, the terms of the Accounts Receivable Intercreditor Agreement.

SECTION 7.07. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.08. Waivers; Amendment; Several Agreement. (a) No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps

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to enforce such a fight or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Financing Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Financing Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Grantor in any case shall entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent (as directed by the Requisite Obligees as specified in the U.S. Intercreditor Agreement) and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply.

(c) This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

SECTION 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER FINANCING DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.

SECTION 7.10. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed among the parties that this Agreement shall create separate security interests in the Collateral securing the First Priority Obligations, Second Priority Obligations and Third Priority Obligations, respectively, as provided in Section 2.01, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the Security Interest securing any other Obligations hereunder.

SECTION 7.11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract and shall become effective as provided in Section 7.04. Delivery of an executed signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

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SECTION 7.12. Headings. Article and Section headings used herein are for the purpose of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 7.13. Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Financing Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Financing Documents against any Grantor or its properties in the courts of any jurisdiction.

(b) Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Financing Documents in any New York State or Federal court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 7.14. Termination; Release. (a) This Agreement and the Security Interest shall terminate pursuant to an in accordance with the terms of U.S. Intercreditor Agreement; provided, however, this Agreement and the Security Interest shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Grantor upon the bankruptcy or reorganization of the Borrower, any Grantor or otherwise.

(b) In connection with any release of Collateral, release of a Grantor party to this Agreement or termination of this Agreement, in each case, pursuant to and in accordance with the terms of the U.S. Intercreditor Agreement, the Collateral Agent shall execute and deliver to the applicable Grantor, at such Grantor’s expense, all UCC termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of such UCC termination statements or other documents pursuant to this Section 7.14 shall be without recourse to or warranty by the Collateral Agent.

SECTION 7.15. Additional Grantors. To the extent any Domestic Subsidiary shall be required to become a Grantor pursuant to any Financing Document, upon execution and delivery by the Collateral Agent and a Domestic Subsidiary of an instrument in the form of Annex I hereto, such Domestic Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor thereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

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SECTION 7.16. Concerning Collateral Agent. (i) The Collateral Agent has been appointed as Collateral Agent pursuant to the U.S. Intercreditor Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the U.S. Intercreditor Agreement on behalf of each Secured Party hereunder and thereunder. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the U.S. Intercreditor Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the U.S. Intercreditor Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent.

(ii) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or in possession of its agents or attorneys-in-fact if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral.

(iii) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.

(iv) If any item of Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Collateral Agent, in its sole discretion, shall select which provision or provisions shall control.

SECTION 7.17. Collateral Agent May Perform; Collateral Agent Appointed Attorney-in Fact. If any Grantor shall fail to perform any covenants contained in this Agreement (including, without limitation, such Grantor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Charges, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Grantor under any Collateral) or if any warranty on the part of any Grantor contained herein shall be breached, the Collateral Agent may upon five (5) Business Days notice (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby and which such Grantor does not contest in accordance in accordance with the provisions of the Credit Agreement and the Indentures. Any and all amounts so expended by the Collateral Agent shall be paid by the Grantors in accordance with the provisions of Section 7.18 hereof. Neither the provisions of this Section 7.17 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.17 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of

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warranty form constituting an Event of Default. Each Grantor hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms of the U.S. Intercreditor Agreement and the other Financing Documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

SECTION 7.18. Expenses. Each Grantor will upon demand pay to the Collateral Agent the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and the fees and expenses of any experts and agents which the Collateral Agent may incur in connection with (i) any action, suit or other proceeding affecting the Collateral or any part thereof commenced, in which action, suit or proceeding the Collateral Agent is made a party or participates or in which the right to use the Collateral or any part thereof is threatened, or in which it becomes necessary in the judgment of the Collateral Agent to defend or uphold the Lien hereof (including, without limitation, any action, suit or proceeding to establish or uphold the compliance of the Collateral with any requirements of any Governmental Authority or law), (ii) the collection of the Obligations, (iii) the enforcement and administration hereof, (iv) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (v) the exercise or enforcement of any of the rights of the Collateral Agent or any Secured Party hereunder or (vi) the failure by any Grantor to perform or observe any of the provisions hereof. All amounts expended by the Collateral Agent and payable by any Grantor under this Section 7.18 shall be due upon demand therefor (together with interest thereon accruing at the highest rate then in effect under the Indentures during the period from and including the date on which such funds were so expended to the date of repayment) and shall be part of the Obligations. Each Grantor’s obligations under this Section 7.18 shall survive the termination hereof and the discharge of such Grantor’s other obligations under this Agreement, the U.S. Intercreditor Agreement and the other Financing Documents.

SECTION 7.19. Indemnity.

(i) Indemnity. Each Grantor agrees to indemnify, pay and hold harmless the Beneficiary and each of the other Secured Parties and the officers, directors, employees, agents and Affiliates of the Collateral Agent and each of the other Secured Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, the Financing Documents or any other document evidencing the Obligations (including, without limitation, any misrepresentation by any Grantor in this Agreement, the U.S. Intercreditor Agreement, the Notes, other U.S. Security Document or any other document evidencing the Obligations) (the “Indemnified Liabilities”); provided, however, that no Grantor shall have any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities if it has been determined by a final decision (after all appeals and the expiration of time to appeal) of a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

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(ii) Survival. The obligations of the Grantors contained in this Section 7.19 shall survive the termination hereof and the discharge of the Grantors’ other obligations under this Agreement, the U.S. Intercreditor Agreement and under the other U.S. Security Documents.

(iii) Reimbursement. Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Obligations secured by the Collateral.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CROWN HOLDINGS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN CORK & SEAL COMPANY, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN AMERICAS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN INTERNATIONAL HOLDINGS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer

Signature Page to

First Amended and Restated U.S. Security Agreement

CENTRAL STATES CAN CO. OF PUERTO RICO, INC.
CROWN BEVERAGE PACKAGING, INC.
CROWN CONSULTANTS, INC.
CROWN CORK & SEAL COMPANY (DE), LLC
CROWN CORK & SEAL USA, INC.
CROWN PACKAGING TECHNOLOGY, INC.
CROWN BEVERAGE PACKAGING PUERTO RICO, INC.
CROWN FINANCIAL CORPORATION
CROWN FINANCIAL MANAGEMENT, INC.
CROWN HOLDINGS (PA), LLC
CROWN NEW DELAWARE HOLDINGS, INC.
FOREIGN MANUFACTURERS FINANCE CORPORATION
NWR, INC.
CROWN RISDON USA, INC.
CROWN ZELLER USA, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Authorized Officer

Signature Page to

First Amended and Restated U.S. Security Agreement

CROWN CORK & SEAL COMPANY (PA), INC.
By:	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	President

Signature Page to

First Amended and Restated U.S. Security Agreement

CITICORP NORTH AMERICA, INC.,       as Collateral Agent
By:	/s/ Myles Kassin
Name:	Myles Kassin
Title:	Vice President

Annex I to the

U.S. Security Agreement

SUPPLEMENT NO.              dated as of [            ], to the U.S. Security Agreement (the “Security 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 Americas, Inc. (f/k/a Crown Cork & Seal Americas, Inc.), a Pennsylvania corporation (“Crown Usco”), Crown Cork & Seal Company, Inc., a Pennsylvania corporation (“CCSC”), Crown International Holdings, Inc., a Delaware corporation (“Crown International”), each other Domestic Subsidiary of Crown Holdings listed on Schedule I thereto (collectively, together with each Domestic Subsidiary that becomes a party thereto pursuant to Section 7.15 of the Security Agreement, the “Subsidiary Guarantors” and, together with Crown Holdings, CCSC, Crown Usco and Crown International, the “Grantors”), and Citicorp North America, Inc., as collateral agent (in such capacity, and together with any successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement).

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.

B. Pursuant to Sections 5.11 and 5.12 of the Credit Agreement, each Domestic Subsidiary of Crown Holdings that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement and the Indentures is required to enter into the Security Agreement as a Grantor upon becoming a Domestic Subsidiary. Section 7.15 of the Security Agreement provides that additional Subsidiaries of Crown Holdings may become the Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Domestic Subsidiary (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement and the Indentures to become a Grantor under the Security Agreement.

Accordingly, the Collateral Agent and the New Grantor agree follows:

SECTION 1. In accordance with Section 7.15 of the Security Agreement, the New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all terms and provisions of the Security Agreement applicable to it as Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Obligations (as defined in the Security Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Grantor’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Grantor. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Grantor. The Security Agreement is hereby incorporated herein by reference. In addition, by signing this Agreement, the New Grantor acknowledges that it has become a party to the U.S. Intercreditor Agreement and agrees to be bound by all of the terms and provisions thereof.

SECTION 2. The New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together

shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Grantor and the Collateral Agent. Delivery of executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Grantor and (b) set forth under its signature hereto, is the true and correct location of the chief executive office of the New Grantor.

SECTION 5. Except as expressly supplemented thereby, the Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Security Agreement. All communications and notices hereunder of the New Grantor shall be given to it at the address set forth under its signature below.

SECTION 9. The New Grantor agrees to reimburse the Collateral Agent of its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[Name of New Grantor],

By:

Name:

Title:

Address:

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CITICORP NORTH AMERICA, INC.,
as Collateral Agent

By:

Name:

Title:

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SCHEDULE I

to Supplement No.      to the

U.S. Security Agreement

LOCATION OF COLLATERAL

Description Location

Annex II to the

U.S. Security Agreement

Form of Perfection Certificate

EX-4.G

Exhibit 4.g

EXECUTION COPY

U.S. GUARANTEE AGREEMENT

U.S. GUARANTEE AGREEMENT dated as of September 1, 2004 among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of CROWN AMERICAS, INC., a Pennsylvania corporation (the “U.S. Borrower”), and CITICORP NORTH AMERICA, INC., as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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, CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as sole arranger and sole bookrunner in respect of the Term B Facility (in such capacity, the “Term B Arranger”), CITIBANK INTERNATIONAL plc, as administrative agent (in such capacity, the “U.K. Administrative Agent”) for the Revolving Euro Lenders and any New Term Loan Euro Lenders, CGMI and LEHMAN BROTHERS INC., as joint lead arrangers and joint bookrunners (in such capacity, each a “Lead Arranger”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), ABN AMRO BANK N.V., BNP PARIBAS and CALYON NEW YORK BRANCH, as co-documentation agents (in such capacity, each a “Co-Documentation Agent”) and BANK OF AMERICA, N.A., as senior managing agent (in such capacity, the “Senior Managing Agent”). Terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

The Lenders have agreed to make Loans to the Borrowers, and the Issuing Bank has agreed to issue Letters of Credit for the account of the U.S. Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Guarantors is a direct or indirect wholly owned Subsidiary of the U.S. Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the

Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of a U.S. Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Agreement.

Accordingly, the parties hereto agree as follows:

SECTION 1. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, (a) the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the U.S. Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Secured Parties under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to the Credit Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all monies, obligations (including the obligations to make payments in the event of early termination) and other liabilities of the Borrowers or any of their Subsidiaries in respect of overdrafts and related liabilities and obligations arising from any Bank Related Cash Management Agreement (as defined in the Credit Agreement), and (d) the due and punctual payment and performance of all monies, obligations (including the obligations to make payments in the event of early termination) and other liabilities of the Borrowers or any of the Subsidiaries under each Hedging Agreement existing on the date hereof with any counterparty that was a Lender or an Affiliate of a Lender on the date hereof and each Hedging Agreement entered into with a counterparty that was a Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was entered into (all the monetary and other obligations referred to in the preceding clauses (a) through (d) being collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation.

SECTION 2. Obligations Not Waived. To the fullest extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and protest

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to the Loan Parties of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (a) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against the Loan Parties under the provisions of the Credit Agreement, any other Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement, any other Loan Document, any U.S. Guarantee or any other agreement, including with respect to any other Guarantor under this Agreement, or (c) the failure to perfect any security interest in or lien on, or the release of, any of the security held by or on behalf of the U.S Administrative Agent or any other Secured Party.

SECTION 3. Security. Each of the Guarantors authorizes the Administrative Agent and each of the other Secured Parties to (a) take and hold security for the payment of this Guarantee and the Obligations and exchange, enforce, waive and release any such security, (b) apply such security and direct the order or manner of sale thereof as they in their sole discretion may determine and (c) release or substitute any one or more endorsees, other guarantors of other obligors.

SECTION 4. Guarantee of Payment. Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrowers or any other Person.

SECTION 5. No Discharge or Diminishment of Guarantee. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).

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SECTION 6. Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party or any other Guarantor or guarantor, as the case may be, or any security.

SECTION 7. Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such Guarantor against any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of any Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

SECTION 8. Information. Each of the Guarantors assumes all responsibility for being and keeping itself informed of each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantors and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise any of the Guarantors of information known to it or any of them regarding such circumstances or risks.

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SECTION 9. Representations and Warranties. Each of the Guarantors represents and warrants as to itself that all representations and warranties relating to it contained in the Credit Agreement are true and correct.

SECTION 10. Termination. (a) The Guarantees made hereunder (i) shall terminate when all the Obligations have been paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement and (ii) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of any Borrower, any Guarantor or otherwise. In connection with the foregoing, the Administrative Agent shall execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense, any documents or instruments which such Guarantor shall reasonably request from time to time to evidence such termination and release.

(b) If the Equity Interests of a Guarantor are sold, transferred or otherwise disposed of to a Person that is not an Affiliate that results in such Guarantor ceasing to be a Subsidiary and such Guarantor, after giving effect to such sale, transfer or disposition is released from all of its Obligations in respect of any Indebtedness of Crown Holdings or any of its Subsidiaries, or upon the effectiveness of any written consent pursuant to Section 10.09 of the Credit Agreement to the release of the guarantee granted by such Guarantor hereby, such Guarantor shall be released from its obligations under this Agreement without further action. In connection with such release, the Administrative Agent shall execute and deliver to such Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 10(b) shall be without recourse to or warranty by the Administrative Agent.

SECTION 11. Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements or on behalf of the Guarantors that are contained in this Agreement shall inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the

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other Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

SECTION 12. Waivers; Amendment. (a) No failure or delay of the Administrative Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantors with respect to which such waiver, amendment or modification relates and the Administrative Agent, with the prior written consent of the Requisite Lenders (except as otherwise provided in the Credit Agreement).

SECTION 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

SECTION 14. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to each Guarantor shall be given to it at its address set forth in Schedule I.

SECTION 15. Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force

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and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated.

(b) In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 16. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract (subject to Section 11), and shall become effective as provided in Section 11. Delivery of an executed signature page to this Agreement by telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement. It is understood and agreed among the parties that this Agreement shall create separate guarantees in favor of each of the Term Lenders and the Revolving Lenders, and that any determination by any court with jurisdiction that the guarantee in favor of either group of Lenders is invalid for any reason shall not in and of itself invalidate the guarantee with respect to any other beneficiary hereunder.

SECTION 17. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement.

SECTION 18. Jurisdiction; Consent to Service of Process. (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Guarantor or its properties in the courts of any jurisdiction.

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(b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 19. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

SECTION 20. Additional Guarantors. Pursuant to Section 5.11 of the Credit Agreement, each wholly-owned U.S. Subsidiary of the U.S. Borrower that was not in existence on the date of the Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming a wholly-owned U.S. Subsidiary. Upon execution and delivery after the date hereof by the Administrative Agent and such a wholly-owned U.S. Subsidiary of an instrument in the form of Annex 1, such wholly-owned U.S. Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

SECTION 21. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,

8

time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Secured Party to or for the credit or the account of any Guarantor against any or all the obligations of such Guarantor now or hereafter existing under this Agreement and the other Loan Documents held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmeasured. The rights of each Secured Party under this Section 21 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CENTRAL STATES CAN CO. OF PUERTO RICO, INC.
CROWN BEVERAGE PACKAGING, INC.
CROWN CONSULTANTS, INC.
CROWN CORK & SEAL COMPANY (DE), LLC
CROWN CORK & SEAL USA, INC.
CROWN PACKAGING TECHNOLOGY, INC.
CROWN BEVERAGE PACKAGING PUERTO RICO, INC.
CROWN FINANCIAL CORPORATION
CROWN FINANCIAL MANAGEMENT, INC.
CROWN HOLDINGS (PA), LLC
CROWN NEW DELAWARE HOLDINGS, INC.
FOREIGN MANUFACTURERS FINANCE CORPORATION
NWR, INC.
CROWN RISDON USA, INC.
CROWN ZELLER USA, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Authorized Officer

U.S. Guarantee Agreement

CROWN CORK & SEAL COMPANY (PA), INC.
By:	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	President

U.S. Guarantee Agreement

CITICORP NORTH AMERICA, INC., as Administrative Agent
By:	/s/ Myles Kassin
Name:	Myles Kassin
Title:	Vice President

U.S. Guarantee Agreement

Schedule I to the

U.S. Guarantee Agreement

Guarantors

Subsidiary Guarantors	Jurisdiction of Formation
Central States Can Co. of Puerto Rico, Inc.	OH
Crown Beverage Packaging, Inc.	DE
Crown Consultants, Inc.	PA
Crown Cork & Seal Company (DE), LLC	DE
CROWN Cork & Seal USA, Inc.	DE
Crown Cork & Seal Company (PA), Inc.	PA
CROWN Packaging Technology, Inc.	DE
CROWN Beverage Packaging Puerto Rico, Inc.	DE
Crown Financial Corporation	PA
Crown Financial Management, Inc.	DE
Crown Holdings (PA), LLC	PA
Crown New Delaware Holdings, Inc.	DE
Foreign Manufacturers Finance Corporation	DE
NWR, Inc.	PA
CROWN Risdon USA, Inc.	DE
CROWN Zeller USA, Inc.	DE

ANNEX 1 TO THE

U.S. GUARANTEE AGREEMENT

SUPPLEMENT NO. [    ] dated as of [            ], to the U.S. Guarantee Agreement (the “U.S. Guarantee Agreement”) dated as of September 1, 2004, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of the CROWN AMERICAS, INC., a Pennsylvania corporation (the “U.S. Borrower”), and CITICORP NORTH AMERICA, INC., as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

A. 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 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 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, CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as sole arranger and sole bookrunner in respect of the Term B Facility (in such capacity, the “Term B Arranger”), CITIBANK INTERNATIONAL plc, as administrative agent (in such capacity, the “U.K. Administrative Agent”) for the Revolving Euro Lenders and any New Term Loan Euro Lenders, CGMI and LEHMAN BROTHERS INC., as joint lead arrangers and joint bookrunners (in such capacity, each a “Lead Arranger”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), ABN AMRO BANK N.V., BNP PARIBAS and CALYON NEW YORK BRANCH, as co-documentation agents (in such capacity, each a “Co-Documentation Agent”) and BANK OF AMERICA, N.A., as senior managing agent (in such capacity, the “Senior Managing Agent”).

B. Capitalized terms used without definition shall have the meanings assigned to such terms in the U.S. Guarantee Agreement and the Credit Agreement.

C. The Guarantors have entered into the U.S. Guarantee Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.11 of the Credit Agreement, each wholly-owned U.S. Subsidiary of the U.S. Borrower that was not in existence or not a wholly-owned U.S. Subsidiary on the date of the Credit Agreement is required to enter into the U.S. Guarantee Agreement as a Guarantor

upon becoming a wholly-owned U.S. Subsidiary. Section 20 of the U.S. Guarantee Agreement provides that additional wholly-owned U.S. Subsidiaries of Crown Holdings may become Guarantors under the U.S. Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the U.S. Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the U.S. Guarantee Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. In accordance with Section 20 of the U.S. Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor under the U.S. Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the U.S. Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a Guarantor in the U.S. Guarantee Agreement shall be deemed to include the New Guarantor. The U.S. Guarantee Agreement is hereby incorporated herein by reference.

SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by telecopy shall be as effective as delivery of a manually executed counterpart of this Supplement.

SECTION 4. Except as expressly supplemented hereby, the U.S. Guarantee Agreement shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

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SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the U.S. Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 14 of the U.S. Guarantee Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrowers.

SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Administrative Agent.

[Signature Page Follows]

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IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to the U.S. Guarantee Agreement as of the day and year first above written.

[Name of New Guarantor], as a Guarantor

By:

Name:

Title:

Address:

CITICORP NORTH AMERICA, INC., as

Administrative Agent

By:

Name:

Title:

Address:

EX-4.H

Exhibit 4.h

FIRST AMENDED AND RESTATED

GLOBAL PARTICIPATION AND

PROCEEDS SHARING AGREEMENT

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 (as defined below) issued under the First Priority Notes Indenture (as defined below), (iv) WELLS FARGO BANK, N.A., as trustee (in such capacity, together with its successors and assigns, the “Second Priority Notes Trustee”) for the holders of Second Priority Notes (as defined below) issued under the Second Priority Notes Indenture (as defined below), (v) WELLS FARGO BANK, N.A., as trustee (in such capacity, together with its successors and assigns, the “Third Priority Notes Trustee”) for the holders of Third Priority Notes (as defined below) issued under the Third Priority Notes Indenture (as defined below), (vi) CITICORP NORTH AMERICA, INC., as collateral agent under the U.S. Intercreditor Agreement (as defined below), (vii) CITICORP TRUSTEE COMPANY LIMITED, as collateral agent (the “Euro Collateral Agent”) under the Euro Intercreditor Agreement (as defined below), (viii) CITICORP NORTH AMERICA, INC., as Sharing Agent (as defined below), and (ix) the other persons who may become parties to this Agreement from time to time pursuant to and in accordance with Section 9 of this Agreement.

R E C I T A L S

WHEREAS, on February 26, 2003 (the “Original Effective Date”), the Bank Agents, the Second Priority Notes Trustee, the Third Priority Notes Trustee, the U.S. Collateral Agent, the Euro Collateral Agent and the Sharing Agent entered into the Global Participation and Proceeds Sharing Agreement (the “Original Agreement”).

WHEREAS, on the Original Effective Date, CROWN Americas, Inc. (f/k/a Crown Cork & Seal Americas, Inc.) (“Crown Usco”), Crown European Holdings SA (“Crown Euroco”), the subsidiary borrowers named therein, Crown Holdings, Inc. (“Crown Holdings”), Crown International Holdings, Inc. (“Crown International”) and Crown Cork & Seal Company, Inc. (“CCSC”) (collectively, the “Loan Parties”) entered into that certain credit agreement (the “Original Credit Agreement”) with the lenders named therein and the Bank Agents.

WHEREAS, on the Original Effective Date, Crown Euroco issued $1.085 billion in aggregate principal amount of Second Priority Dollar Notes and €285 million in aggregate principal amount of Second Priority Euro Notes, in each case under an Indenture dated as of the Original Effective Date among Crown Euroco, the guarantors named therein and the Second Priority Notes Trustee (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “Second Priority Notes Indenture”).

WHEREAS, on the Original Effective Date, Crown Euroco issued $725 million in aggregate principal amount of Third Priority Notes under an Indenture dated as of the Original Effective Date between Crown Euroco, the guarantors named therein and the Third Priority Notes Trustee (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “Third Priority Notes Indenture”).

WHEREAS, on the date hereof, Crown Euroco intends to issue €350.0 million of First Priority Notes under an Indenture dated as of the date hereof among Crown Euroco, the guarantors named therein and the First Priority Notes Trustee (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “First Priority Notes Indenture”), the proceeds of which shall be used (together with the proceeds of the Loans under the Credit Agreement) to refinance (the “Refinancing”) in full all outstanding Term B Loans (as defined in the Original Credit Agreement) and terminate the Obligations and Commitments (each as defined in the Original Credit Agreement) under the Original Credit Agreement.

WHEREAS, pursuant to the terms hereof, on the date hereof, Crown Euroco represents to the U.S. Collateral Agent, the Euro Collateral Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee, that the issuance of the First Priority Notes is permitted by the Second Priority Notes Indenture and the Third Priority Notes Indenture and that no consents or approvals are required thereunder.

WHEREAS, simultaneously with the issuance of the First Priority Notes, the Loan Parties intend to enter into a new senior secured credit agreement dated as of the date hereof (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, the “Credit Agreement”, which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement to the extent permitted by the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture and any refinancing or replacement of the Credit Agreement or one or more successor or replacement facilities whether or not with a different group of agents or lenders and whether or not with different obligors upon the Bank Agents’ acknowledgment of the termination of the predecessor Credit Agreement) with the lenders from time to time party thereto (including any Lenders of Additional First Priority Bank Indebtedness (as defined below)) (collectively, the “Lenders”) and the Bank Agents.

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WHEREAS, pursuant to the terms hereof, on the date hereof, each of Crown Usco and Crown Euroco represent to the U.S. Collateral Agent, the Euro Collateral Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee, that the entering into of the Credit Agreement is permitted by the Second Priority Notes Indenture and the Third Priority Notes Indenture and that no consents or approvals are required thereunder.

WHEREAS, in connection with the Refinancing, the parties to the Credit Agreement and the First Priority Notes Indenture are entering into security documents and/or amendments and restatements of certain of the Security Documents (as defined in the Original Agreement) each such Security Document listed on Schedule A to this Agreement (collectively, the “Security Documents”).

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown Holdings or any of its subsidiaries may from time to time enter into one or more Bank Related Hedging Agreements (as defined below) with any counterparty that is a Bank or a Lender or Affiliate thereof or any other person permitted under the Credit Agreement at the time such Bank Related Hedging Agreement was entered into (individually, a “Bank Related Hedging Exchanger” and, collectively, the “Bank Related Hedging Exchangers”) and it is desired that the obligations of Crown Holdings or such subsidiary under such Bank Related Hedging Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Hedging Obligations”), be secured by all or any part of the Collateral pursuant to the Security Documents; provided that for any Bank Related Hedging Exchanger to receive the benefit of such security, it shall execute and deliver to the Sharing Agent an acknowledgment to this Agreement (in the form of Annex 1 attached hereto) agreeing to be bound by the terms hereof at any time prior to the payment in full of Bank Indebtedness.

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown Holdings or any of its subsidiaries may from time to time enter into one or more Bank Related Cash Management Agreements (as defined below) with any counterparty that is a Bank Agent or a Lender or Affiliate thereof or any other person permitted under the Credit Agreement at the time such Bank Related Cash Management Agreement was entered into (individually, a “Bank Related Cash Management Exchanger” and, collectively, the “Bank Related Cash Management Exchangers”) and it is desired that the obligations of Crown Holdings or any of its subsidiaries under such Bank Related Cash Management Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Cash Management Obligations”), be secured by all or any part of the Collateral pursuant to the Security Documents; provided that for any Bank Related Cash Management Exchanger to receive the benefit of such security, it shall execute and deliver to the Sharing Agent an acknowledgment to this Agreement (in the form of Annex 2 attached hereto) agreeing to be bound by the terms hereof at any time prior to the payment in full of Bank Indebtedness.

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WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Usco and/or Crown Euroco may incur certain Additional First Priority Bank Indebtedness (as defined below) pursuant to the applicable Credit Documents (as defined below), which Credit Documents will be secured by all or any part of the Collateral pursuant to the Security Documents and have the priority set forth in the Intercreditor Agreements (as defined below).

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, any Permitted Issuer may issue Additional First Priority Capital Markets Indebtedness (as defined below) pursuant to the applicable Additional First Priority Capital Markets Indebtedness Documents, which Additional First Priority Capital Markets Indebtedness will be secured by all or any part of the Collateral pursuant to the Security Documents and have the priority set forth in the Intercreditor Agreements; provided that for any holder of any Additional First Priority Capital Markets Indebtedness to receive the benefit of such security, it shall cause its Additional First Priority Capital Markets Indebtedness Representative to execute and deliver to the Sharing Agent an acknowledgment to this Agreement (in the form of Annex 3 attached hereto) agreeing to be bound by the terms hereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, any Permitted Issuer may issue certain Additional Second Priority Indebtedness (as defined below), which Additional Second Priority Indebtedness will be secured by all or any part of the Collateral pursuant to the Security Documents and have the priority set forth in the Intercreditor Agreements; provided that for any holder of any Additional Second Priority Indebtedness to receive the benefit of such security, it shall cause its Additional Second Priority Indebtedness Representative to execute and deliver to the Sharing Agent an acknowledgment to this Agreement (in the form of Annex 4 attached hereto) agreeing to be bound by the terms hereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, any Permitted Issuer may issue certain Additional Third Priority Indebtedness (as defined below), which Additional Third Priority Indebtedness will be secured, by all or any part of the Collateral pursuant to the Security Documents and have the priority set forth in the Intercreditor Agreements; provided that for any holder of any Additional Third Priority Indebtedness to receive the benefit of such security, it shall cause its Additional Third Priority Indebtedness Representative to execute and deliver to the Sharing Agent an acknowledgment to this Agreement (in the form of Annex 5 attached hereto) agreeing to be bound by the terms hereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, Crown Euroco or one or more of its subsidiaries may is-

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sue, guarantee or otherwise become an obligor under certain Additional Unsecured Indebtedness (as defined below), which Additional Unsecured Indebtedness will be unsecured. One or more items of Covered Debt require, as a condition to the issuance thereof, that the Additional Unsecured Indebtedness Representative of certain Additional Unsecured Indebtedness become a party to this Agreement.

WHEREAS, the Bank Agents, the First Priority Notes Trustee, the Second Priority Notes Trustee, the Third Priority Notes Trustee, any Additional First Priority Capital Markets Indebtedness Representative, any Additional Second Priority Indebtedness Representative, any Additional Third Priority Indebtedness Representative, any Bank Related Cash Management Exchanger, any Bank Related Hedging Exchanger and the U.S. Collateral Agent are or will become a party to the U.S. Intercreditor Agreement (as defined below), pursuant to which such parties agreed or will agree, as the case may be, to their relative priorities with respect to U.S. Collateral (as defined therein).

WHEREAS, the U.K. Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee, the Third Priority Notes Trustee, any Additional First Priority Capital Markets Indebtedness Representative, any Additional Second Priority Indebtedness Representative, any Additional Third Priority Indebtedness Representative, any Bank Related Cash Management Exchanger, any Bank Related Hedging Exchanger and the Euro Collateral Agent are or will become a party to the Euro Intercreditor Agreement (as defined below), pursuant to which such parties agreed or will agree, as the case may be, to their relative priorities with respect to Euro Collateral (as defined therein).

WHEREAS, (a) The First Priority Notes Trustee (for its benefit and for the benefit of the respective holders of the First Priority Notes), the Second Priority Notes Trustee (for its benefit and for the benefit of the respective holders of the Second Priority Notes), the Third Priority Notes Trustee (for its benefit and for the benefit of the respective holders of the Third Priority Notes) and the Bank Agents (for their respective benefit and for the benefit of the Lenders and other agents under the Credit Agreement), (b) in the event any Bank Related Hedging Obligations are to be secured by the Security Documents, each Bank Related Hedging Exchanger party to any Bank Related Hedging Agreement, (c) in the event any Bank Related Cash Management Obligations are to be secured by the Security Documents, each Bank Related Cash Management Exchanger party to any Bank Related Cash Management Agreement, (d) in the event any obligations in respect of Additional First Priority Bank Indebtedness are to be secured by the Security Documents, the applicable Bank Agent in respect of such Additional First Priority Bank Indebtedness (for its benefit and for the benefit of the holders of such Additional First Priority Bank Indebtedness), (e) in the event any obligations in respect of any Additional First Priority Capital Markets Indebtedness are to be secured by the Security Documents, the Additional First Priority Capital Markets Indebtedness Representative in respect of such Additional First Priority Capital Markets Indebtedness (for its benefit and for the benefit of the holders of such Additional First Priority Capital Markets Indebtedness), (f) in the event any obligations in respect of any Additional Second Priority Indebtedness are to be secured by the Security Documents, the Additional Second Priority Indebted-

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ness Representative in respect of such Additional Second Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Second Priority Indebtedness), (g) in the event any obligations in respect of any Additional Third Priority Indebtedness are to be secured by the Security Documents, the Additional Third Priority Indebtedness Representative in respect of such Additional Third Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Third Priority Indebtedness) and (h) in the event any Additional Unsecured Indebtedness is issued, the Additional Unsecured Indebtedness Representative in respect of such Additional Unsecured Indebtedness (for its benefit and for the benefit of the holders of such Additional Unsecured Indebtedness) desire to set forth (i) certain provisions regarding the appointment, duties and responsibilities of the Sharing Agent; (ii) their agreement as to the payment of all Proceeds from and after the occurrence of a Triggering Event; and (iii) their agreement as to the sharing of Proceeds from and after the occurrence of a Triggering Event.

WHEREAS, each of the Covered Parties is providing the financing contemplated by this Agreement in reliance upon each other Covered Party entering into this Agreement.

WHEREAS, pursuant to Section 12(b) of the Original Agreement, the parties hereto are entering into this Agreement in order to amend and restate the Original Agreement to add appropriate references to the Credit Agreement and the First Priority Notes.

A G R E E M E N T

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Definitions.

The following capitalized terms used herein and not otherwise defined herein shall have the definitions set forth below. Terms not defined herein shall have the meanings ascribed to such terms in the Intercreditor Agreements.

“Additional First Priority Bank Indebtedness” means (i)(A) New Term Dollar Loans (as defined in the Credit Agreement) and (B) Additional Revolving LC Loans (as defined in the Credit Agreement), incurred by Crown Usco, in each case, pursuant to the Credit Agreement, which indebtedness is secured by a first priority Lien in the manner described in the U.S. Intercreditor Agreement on the U.S. Collateral and (ii) New Term Euro Loans (as defined in the Credit Agreement) incurred by Crown Euroco pursuant to the Credit Agreement, which indebtedness is secured by a first priority Lien in the manner described in the Intercreditor Agreements on the Collateral.

“Additional First Priority Capital Markets Indebtedness” means any unsubordinated indebtedness issued by a Permitted Issuer on or after the date hereof and not owed to Crown Holdings or any of its subsidiaries (other than Additional First Priority Bank Indebtedness), to the extent permitted to be incurred by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, which indebtedness is secured by a first priority Lien in the manner described in the Intercreditor Agreements on all or any part of the Collateral.

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“Additional First Priority Capital Markets Indebtedness Documents” means any indenture, debenture, note, guaranty, purchase agreement or other document executed by a Permitted Issuer and its Subsidiaries in connection with the issuance of any such Additional First Priority Capital Markets Indebtedness.

“Additional First Priority Capital Markets Indebtedness Representative” means any trustee or similar representative of the holders of any Additional First Priority Capital Markets Indebtedness.

“Additional Second Priority Indebtedness” means unsubordinated indebtedness issued or incurred by a Permitted Issuer after the Original Effective Date and not owed to Crown Holdings or any of its subsidiaries, to the extent permitted to be incurred by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, which indebtedness is secured by a second priority Lien that is subject and subordinated to the Liens securing the First Priority Indebtedness in the manner described in the Intercreditor Agreements on all or any part of the Collateral.

“Additional Second Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement, purchase agreement or other document executed by a Permitted Issuer and its Subsidiaries in connection with the issuance of any such Additional Second Priority Indebtedness.

“Additional Second Priority Indebtedness Representative” means any trustee or similar representative of the holders of any Additional Second Priority Indebtedness.

“Additional Third Priority Indebtedness” means unsubordinated indebtedness issued or incurred by a Permitted Issuer after the Original Effective Date and not owed to Crown Holdings or any of its subsidiaries, to the extent permitted to be incurred by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, which indebtedness is secured by a third priority Lien that is subject and subordinated to the Liens securing the First Priority Indebtedness and Second Priority Indebtedness in the manner described in the Intercreditor Agreements on all or any part of the Collateral.

“Additional Third Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement, purchase agreement or other document executed by a Permitted Issuer and its Subsidiaries in connection with the issuance of any Additional Third Priority Indebtedness.

“Additional Third Priority Indebtedness Representative” means any trustee or similar representative of the holders of any Additional Third Priority Indebtedness.

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“Additional Unsecured Indebtedness” means unsubordinated indebtedness issued or incurred after the Original Effective Date and not owed to Crown Holdings or any of its subsidiaries and issued or guaranteed by Crown Euroco or any of its subsidiaries, or under which Crown Euroco or any of its subsidiaries is an obligor, to the extent permitted to be incurred by the Credit Agreement and which one or more items of Covered Debt requires the agent or trustee in respect thereof to become a party to this Agreement, which indebtedness is unsecured.

“Additional Unsecured Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement, purchase agreement or other document executed by Crown Euroco in connection with the issuance of any such Additional Unsecured Indebtedness.

“Additional Unsecured Indebtedness Representative” means any trustee or similar representative of the holders of any Additional Unsecured Indebtedness.

“Affiliate” of any person means any other person which, directly or indirectly, controls, is controlled by or is under common control with such person.

“Agents” shall mean the Administrative Agent, the U.K. Agent, the First Priority Agents, the Second Priority Agents, the Third Priority Agents, any Additional Unsecured Indebtedness Representative(s) and the Collateral Agents.

“Aggregate Collateral Proceeds Second Priority Designated Deposits” means the Aggregate Collateral Proceeds Sharing Account Deposits, less the distributions of Collateral Proceeds made in respect of First Priority Covered Debt pursuant to Section 6(b)(i)(A) of this Agreement.

“Aggregate Collateral Proceeds Sharing Account Deposits” means the aggregate amount of all funds, assets or other property representing Collateral Proceeds from time to time deposited in the Sharing Account, less the costs, expenses and indemnity paid out of the Collateral Proceeds in the Sharing Account from time to time to the Sharing Agent in accordance with the terms of this Agreement.

“Aggregate Collateral Proceeds Third Priority Designated Deposits” means the Aggregate Collateral Proceeds Sharing Account Deposits, less the distributions of Collateral Proceeds made in respect of the First Priority Covered Debt pursuant to Section 6(b)(i)(A) and the Second Priority Covered Debt pursuant to Section 6(b)(i)(B) of this Agreement.

“Aggregate Debt Proceeds Sharing Account Deposits” means the aggregate amount of all funds, assets or other property representing Debt Proceeds from time to time deposited in the Sharing Account, less the costs, expenses and indemnity paid out of the Debt Proceeds in the Sharing Account from time to time to the Sharing Agent in accordance with the terms of this Agreement.

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“Bank Covered Debt” means Covered Debt which is issued under one or more credit agreements or loan agreements.

“Bank Indebtedness” means (i) the Obligations of the Obligors under the Credit Documents and (ii) the Obligations of the Obligors under the Bank Related Debt Agreements.

“Bank Indebtedness Documents” means (i) the Credit Documents and (ii) the Bank Related Debt Agreements.

“Bank Related Cash Management Agreements” means agreements of Crown Holdings or any of its subsidiaries under the Credit Agreement arising from treasury, depository and cash management services provided by one or more persons that is a Bank Agent, the U.K. Agent or a Lender or Affiliate thereof or any other person permitted under the Credit Agreement at the time that such Bank Related Cash Management Agreement was entered into.

“Bank Related Debt” means, collectively, the Bank Related Cash Management Obligations and the Bank Related Hedging Obligations.

“Bank Related Debt Agreements” means, collectively, the Bank Related Cash Management Agreements and the Bank Related Hedging Agreements.

“Bank Related Hedging Agreements” means, collectively, each Hedging Agreement of Crown Holdings or any of its subsidiaries entered into with any counterparty that is a Bank Agent or a Lender or an Affiliate thereof or any other person permitted under the Credit Agreement at the time such Hedging Agreement was entered into.

“Bankruptcy Code” means Title 11, United States Code, or any similar Federal or state or non-U.S. law or statute for the supervision, administration or relief of debtors including, without limitation, bankruptcy or insolvency laws.

“Collateral” means the U.S. Collateral, the Euro Collateral and the Additional Bank Collateral and any other property or asset securing any Covered Debt.

“Collateral Proceeds” means any payment or proceeds (whether in the form of cash or property or other assets but net of amounts payable to the Collateral Agents as compensation, expense reimbursement or indemnification payments pursuant to the Intercreditor Agreements) received or receivable by any Covered Party or any Agent in respect of any Obligations under any Covered Debt, other than any such payment or proceeds to the extent that, and only to the extent that, after giving effect thereto the value of the remaining Collateral (valued by the Sharing Agent in its sole discretion by any method of its choice at the greater of book value and Fair Market Value) would be zero. Notwithstanding the foregoing, cash paid as an interest payment (and not from the collection, sale or disposition of any Collateral) on Covered Debt that is not Matured Covered Debt shall not be Collateral Proceeds but shall be Debt Proceeds.

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“Collateral Proceeds Distribution Entitlement” means:

(i) with respect to any Matured First Priority Covered Debt, an amount equal to the lesser of (a) the Total Obligations then outstanding under such Matured First Priority Covered Debt and (b) (I) the product of (y) the Aggregate Collateral Proceeds Sharing Account Deposits and (z) such Matured First Priority Covered Debt’s Collateral Proceeds Pro Rata Share, less (II) the Prior Collateral Proceeds Distribution Amount in respect of such Matured First Priority Covered Debt;

(ii) with respect to any Matured Second Priority Covered Debt, an amount equal to the lesser of (a) the Total Obligations then outstanding under such Matured Second Priority Covered Debt and (b) (I) the product of (y) the Aggregate Collateral Proceeds Second Priority Designated Deposits and (z) such Matured Second Priority Covered Debt’s Collateral Proceeds Pro Rata Share, less (II) the Prior Collateral Proceeds Distribution Amount in respect of such Matured Second Priority Covered Debt;

(iii) with respect to any Matured Third Priority Covered Debt, an amount equal to the lesser of (a) the Total Obligations then outstanding under such Matured Third Priority Covered Debt and (b) (I) the product of (y) the Aggregate Collateral Proceeds Third Priority Designated Deposits and (z) such Matured Third Priority Covered Debt’s Collateral Proceeds Pro Rata Share, less (II) the Prior Collateral Proceeds Distribution Amount in respect of such Matured Third Priority Covered Debt; and

(iv) with respect to Matured Unsecured Covered Debt, zero (0).

“Collateral Proceeds Pro Rata Share” means:

(i) with respect to any First Priority Covered Debt, a fraction (a) the numerator of which is the principal amount of such First Priority Covered Debt plus the face amount of all letters of credit (whether or not drawn) on the Triggering Event Date and (b) the denominator of which is the aggregate principal amount of all Currently Outstanding First Priority Covered Debt plus the face amount of all letters of credit (whether or not drawn) on the Triggering Event Date;

(ii) with respect to any Second Priority Covered Debt, (a) prior to the time that the Total Obligations in respect of First Priority Covered Debt are paid in full and satisfied, zero (0) and (b) from and after the time that the Total Obligations in respect of First Priority Covered Debt are paid in full and satisfied, a fraction (a) the numerator of which is the principal amount of such Second Priority Covered Debt on the Triggering Event Date and (b) the denominator of which is the aggregate principal amount of all Currently Outstanding Second Priority Covered Debt on the Triggering Event Date;

(iii) with respect to any Third Priority Covered Debt, (a) prior to the time that the Total Obligations in respect of First Priority Covered Debt and Second Prior-

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ity Covered Debt are paid in full and satisfied, zero (0) and (b) from and after the time that the Total Obligations in respect of First Priority Covered Debt and Second Priority Covered Debt are paid in full and satisfied, a fraction (a) the numerator of which is the principal amount of such Third Priority Covered Debt on the Triggering Event Date and (b) the denominator of which is the aggregate principal amount of all Currently Outstanding Third Priority Covered Debt on the Triggering Event Date; and

(iv) with respect to Unsecured Covered Debt, zero (0).

For purposes of determining the Collateral Proceeds Pro Rata Share, the Sharing Agent will use the Dollar Equivalent (as defined in the Credit Agreement) of the principal amount of Covered Debt as of the Triggering Event Date.

“Covered Debt” means any First Priority Indebtedness, any Second Priority Indebtedness, any Third Priority Indebtedness and any Additional Unsecured Indebtedness.

“Covered Parties” has the meaning given to such term in Section 2.

“Credit Documents” means the Credit Agreement, each guaranty of the Obligations thereunder, the Security Documents (as defined therein) and any other document executed by Crown Usco, Crown Euroco, CCSC, Crown Holdings, Crown International or any Pledgor in connection with the Credit Agreement (including, without limitation, any Joinder Agreement (as defined in the Credit Agreement) or any other documents executed or delivered with respect to any Additional First Priority Bank Indebtedness), in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Currently Outstanding Covered Debt” means, as of any date of determination, all Covered Debt which continues to be entitled to receive distributions from the Sharing Account pursuant to Section 6(b)(i) or 6(b)(ii) of this Agreement.

“Currently Outstanding First Priority Covered Debt” means, as of any date of determination, all First Priority Covered Debt which continues to be entitled to receive distributions from the Sharing Account pursuant to Section 6(b)(i)(A) of this Agreement.

“Currently Outstanding Second Priority Covered Debt” means, as of any date of determination, all Second Priority Covered Debt which continues to be entitled to receive distributions from the Sharing Account pursuant to Section 6(b)(i)(B) of this Agreement.

“Currently Outstanding Third Priority Covered Debt” means, as of any date of determination, all Third Priority Covered Debt which continues to be entitled to receive distributions from the Sharing Account pursuant to Section 6(b)(i)(C) of this Agreement.

“Debt Proceeds” means any payment (whether in the form of cash or property or other assets) received or receivable by any Covered Party or Agent in respect of any Obligations under any Covered Debt (other than Collateral Proceeds) or in exchange for or in connection with the refinancing of Covered Debt.

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“Debt Proceeds Distribution Entitlement” means, with respect to any Matured Covered Debt, an amount equal to the lesser of (a) the Total Obligations then outstanding under such Matured Covered Debt and (b) (I) the product of (y) the Aggregate Debt Proceeds Sharing Account Deposits and (z) such Matured Covered Debt’s Debt Proceeds Pro Rata Share, less (II) the Prior Debt Proceeds Distribution Amount in respect of such Matured Covered Debt.

“Debt Proceeds Pro Rata Share” means, with respect to any Covered Debt, a fraction (a) the numerator of which is the principal amount of such Covered Debt on the Triggering Event Date and (b) the denominator of which is the aggregate principal amount of all Currently Outstanding Covered Debt on the Triggering Event Date; provided, however, that in determining the Debt Proceeds Pro Rata Share for any item of Covered Debt, if such item of Covered Debt is expressly subordinated to any other item of Covered Debt (the “Subordinated Covered Debt”), then the terms of such subordination between such items of Covered Debt shall be given effect to in determining the Debt Proceeds Pro Rata Share and Debt Proceeds Distribution Entitlement of each such item of Covered Debt, including the Subordinated Covered Debt. For purposes of determining the Debt Proceeds Pro Rata Share, the Sharing Agent will use the Dollar Equivalent (as defined in the Credit Agreement) of the principal amount of Covered Debt as of the Triggering Event Date.

“Euro Intercreditor Agreement” means the First Amended and Restated Euro Intercreditor and Collateral Agency Agreement, dated as of the date hereof among the U.K Agent, the Euro Collateral Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee and the other persons that become parties thereto after the date hereof, as amended and restated as of the date hereof, and as amended, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Fair Market Value” means (a) as to any security (i) which is listed or admitted to trading on any national securities exchange on any date of determination, the amount equal to the average of the last sale prices of such security for the ten (10) consecutive trading days, regular way, immediately preceding such date of determination or, if no such sale takes place on any such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange on which such securities are then listed or admitted to trading, or (ii) if such security is not then listed or admitted to trading on any national securities exchange but is reported through the automated quotation system of a registered securities association, the average of the last trading prices of such security for the ten (10) consecutive trading days immediately preceding such date of determination or, if there shall have been no trading on any such date, the average of the closing bid and asked prices of such security on such date as shown by such automated quotation system, and (b) as to any other property or assets (including any securities that do not satisfy the requirements of (a)(i) or (a)(ii) above), as of any date of determination, the fair market value of

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such property or assets on such date as determined in good faith by the Sharing Agent. In determining Fair Market Value, the Sharing Agent shall be entitled to engage one or more investment banking, accounting or appraisal firms selected by the Sharing Agent, the costs and expenses of which shall be payable from the Proceeds in the Sharing Account to which such valuation relates.

“Financing Documents” means, collectively, the Credit Documents, the First Priority Notes Documents, the Second Priority Notes Documents, the Third Priority Notes Documents, the Bank Related Hedging Agreements, the Bank Related Cash Management Agreements, the Additional First Priority Capital Markets Indebtedness Documents, the Additional Second Priority Indebtedness Documents, the Additional Third Priority Indebtedness Documents and the Additional Unsecured Indebtedness Documents.

“First Priority Agents” means, collectively, the First Priority Notes Trustee and any Additional First Priority Capital Markets Indebtedness Representative.

“First Priority Capital Markets Indebtedness” means (i) the Obligations of the Obligors under the First Priority Notes Documents, and (ii) the Obligations of the Obligors in respect of Additional First Priority Capital Markets Indebtedness issued under the applicable Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Covered Debt” means Covered Debt which is First Priority Indebtedness. For purposes of this definition, First Priority Indebtedness described in clauses (i) and (ii) of the definition thereof shall be deemed separate classes of First Priority Covered Debt.

“First Priority Indebtedness” means (i) the Obligations of the Obligors under the Credit Documents (including Obligations in respect of Additional First Priority Bank Indebtedness), (ii) the Obligations of the Obligors under the First Priority Notes Documents, (iii) the Obligations of the Obligors under the Bank Related Debt Agreements, and (iv) the Obligations of the Obligors under any Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Indebtedness Documents” means, collectively, the Bank Indebtedness Documents and the First Priority Capital Markets Indebtedness Documents.

“First Priority Notes” means (i) the €350.0 million in aggregate principal amount of 6 ¹/4% First Priority Senior Secured Notes due 2011 of Crown Euroco issued on the date hereof and any exchange notes which are issued in a registered exchange offer for such notes and (ii) any additional 6 ¹/4% First Priority Senior Secured Notes due 2011, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the First Priority Notes Indenture.

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“First Priority Notes Documents” means the First Priority Notes Indenture, the First Priority Notes, each guaranty of the Obligations thereunder and any other document executed by Crown Holdings or any of its subsidiaries in connection with the issuance of the First Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, as permitted by the Credit Agreement.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement or similar agreement.

“Intercreditor Agreements” means the U.S. Intercreditor Agreement and the Euro Intercreditor Agreement.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge, assignment, hypothecation or security interest in or on such asset or any filing of any financing statement under the UCC as in effect in the applicable state or jurisdiction or any similar notice or lien under any similar notice or recording statute of any governmental authority, in each of the foregoing cases whether voluntary or imposed by law, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset, (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities and (d) any other agreement intended to create any of the foregoing.

“Matured Covered Debt” means Covered Debt if either (i) the date of the final scheduled maturity for the payment of principal in respect of such Covered Debt has occurred and all or a portion of such Covered Debt has not been paid in full in cash when so due (after giving effect to any applicable grace periods) or (ii) such Covered Debt has been accelerated prior to its final stated maturity.

“Matured First Priority Covered Debt” means Matured Covered Debt which is First Priority Indebtedness.

“Matured Second Priority Covered Debt” means Matured Covered Debt which is Second Priority Indebtedness.

“Matured Third Priority Covered Debt” means Matured Covered Debt which is Third Priority Indebtedness.

“Matured Unsecured Covered Debt” means Matured Covered Debt which is Additional Unsecured Indebtedness.

“Net Cash Deposited Amount” means the amount of all Proceeds deposited into the Sharing Account in respect of any item of Matured Covered Debt, less the amount of distributions made from the Sharing Account in respect of such item of Matured Covered Debt. Whenever any property or other asset (other than cash) is deposited into the Sharing Account, it shall be valued, for purposes of determining the Net Cash Deposited Amount, at its Fair Market Value on the date of deposit into the Sharing Account.

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“Obligations” shall mean, with respect to any of the Financing Documents, any and all obligations, liabilities and indebtedness of every kind, nature and description (whether or not constituting future advances or otherwise) from time to time owing by, or on behalf of, Crown Holdings or any of its subsidiaries under, or in connection with, such Financing Documents, including principal, interest, charges, fees, premiums, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of such Financing Documents whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of such Financing Documents, or after the commencement of any case with respect to Crown Holdings or any of its subsidiaries under any Bankruptcy Code (at the rate provided for in the relevant Financing Documents) (and including, without limitation, any principal, interest, fees, costs, expenses and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case or similar proceeding), whether direct or indirect, absolute or contingent (including undrawn letters of credit), joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising directly or howsoever acquired.

“Obligors” means each of Crown Holdings, CCSC, Crown International, Crown Usco, Crown Euroco, each subsidiary borrower, each of the Pledgors and any other obligor under any Financing Document.

“Permitted Issuer” means any Parent Guarantor (as defined in the Credit Agreement) (other than CCSC), Crown Euroco or Crown Usco or any direct special purpose finance Subsidiary of any of the foregoing formed solely to be the issuer of any Refinancing Plan Indebtedness (as defined in the Credit Agreement); provided that such Person becomes a Loan Party (as defined in the Credit Agreement) and complies with Section 5.11 of the Credit Agreement.

“Pledgors” means the U.S. Pledgors and the Euro Pledgors.

“Prior Collateral Proceeds Distribution Amount” means, with respect to any Matured Covered Debt, the amount of all distributions of Collateral Proceeds made from the Sharing Account in respect of such Matured Covered Debt.

“Prior Debt Proceeds Distribution Amount” means, with respect to any Matured Covered Debt, the amount of all distributions of Debt Proceeds made from the Sharing Account in respect of such Matured Covered Debt.

“Proceeds” means, collectively, Debt Proceeds and Collateral Proceeds.

“Requisite Obligees” means (i) with respect to any direction to the Sharing Agent relating to Collateral Proceeds, the Administrative Agent and U.K. Agent acting on the direction of the percentage of Lenders (including Lenders under any Additional First Priority Bank

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Indebtedness) under the Credit Agreement required to consent to such directions as set forth in the Credit Agreement; provided that if the Obligations under the Credit Documents and Bank Related Debt Agreements have been indefeasibly paid in full in cash without any refinancing thereof through the incurrence of First Priority Covered Debt and the Bank Indebtedness Documents and all letters of credit under the Credit Agreement have terminated, “Requisite Obligees” shall mean (1) thereafter, one or more First Priority Agents representing at least a majority of the Total Obligations under the First Priority Capital Markets Indebtedness then outstanding (each such First Priority Agent shall be deemed to represent the amount of Total Obligations that it represents under the applicable First Priority Notes and First Priority Capital Markets Indebtedness), until indefeasible payment in full in cash without any refinancing thereof through the incurrence of First Priority Covered Debt of all Obligations outstanding under any First Priority Capital Markets Indebtedness, (2) thereafter, one or more Second Priority Agents representing at least a majority of the aggregate Total Obligations under Second Priority Indebtedness then outstanding (each such Second Priority Agent shall be deemed to represent the amount of Total Obligations that it represents under the applicable Second Priority Indebtedness), until indefeasible payment in full in cash, without any refinancing thereof through the incurrence of Second Priority Covered Debt, of all Obligations outstanding under Second Priority Indebtedness and (3), thereafter, one or more Third Priority Agents representing at least a majority of the Total Obligations under Third Priority Indebtedness then outstanding (each such Third Priority Agent shall be deemed to represent the amount of Total Obligations that it represents under the applicable Third Priority Indebtedness) and (ii) with respect to any direction to the Sharing Agent relating to Debt Proceeds or any other matters under this Agreement, one or more Agents representing at least a majority of the Total Obligations outstanding at the applicable date of determination (each such Agent shall be deemed to represent the Total Obligations in respect of all Covered Debt that it represents under the applicable Financing Document).

“Second Priority Agents” means, collectively, the Second Priority Notes Trustee and any Additional Second Priority Indebtedness Representative.

“Second Priority Covered Debt” means Covered Debt which is Second Priority Indebtedness. For purposes of this definition, Second Priority Indebtedness described in clauses (i) and (ii) of the definition thereof shall be deemed separate classes of Second Priority Covered Debt.

“Second Priority Dollar Notes” means (i) the $1.085 billion in aggregate principal amount of 9 ¹/2% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (ii) any additional 9 ¹/2% Second Priority Senior Secured Notes due 2011 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

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“Second Priority Euro Notes” means (i) the €285 million in aggregate principal amount of 10 ¹/4% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (ii) any additional 10 ¹/4% Second Priority Senior Secured Notes due 2011, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

“Second Priority Indebtedness” means (i) the Obligations of the Obligors under the Second Priority Notes Documents and (ii) the Obligations of the Obligors under any Additional Second Priority Indebtedness Documents.

“Second Priority Notes” means, collectively, the Second Priority Dollar Notes and the Second Priority Euro Notes.

“Second Priority Notes Documents” means the Second Priority Notes Indenture, the Second Priority Notes, each guaranty of the Obligations thereunder, the Security Documents and any other document executed by Crown Holdings or any of its subsidiaries in connection with the issuance of the Second Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, as permitted by the Credit Agreement.

“Security Documents” means the U.S. Security Documents (as defined in the U.S. Intercreditor) and the Euro Security Documents (as defined in the Euro Intercreditor Agreement).

“Third Priority Agents” means, collectively, the Third Priority Notes Trustee and any Additional Third Priority Indebtedness Representative.

“Third Priority Covered Debt” means Covered Debt which is Third Priority Indebtedness. For purposes of this definition, Third Priority Indebtedness described in clauses (i) and (ii) of the definition thereof shall be deemed separate classes of Third Priority Covered Debt.

“Third Priority Indebtedness” means (i) the Obligations of the Obligors under the Third Priority Notes Documents and (ii) the Obligations of the Obligors under any Additional Third Priority Indebtedness Documents.

“Third Priority Notes” means (i) the $725 million in aggregate principal amount of 10  ⁷/8% Third Priority Senior Secured Notes due 2013 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (ii) any additional 10  ⁷/8% Third Priority Senior Secured Notes due 2013 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the Third Priority Notes Indenture.

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“Third Priority Notes Documents” means the Third Priority Notes Indenture, the Third Priority Notes, each guaranty of the Obligations thereunder, the Security Documents and any other document executed by the Obligors in connection with the issuance of the Third Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, as permitted by the Credit Agreement.

“Total Obligations” means as to any item of Covered Debt, the sum of (i) the then outstanding Obligations in respect of such Covered Debt and (ii) interest on the Net Cash Deposited Amount, which interest shall accrue (a) on the outstanding amount of such Net Cash Deposited Amount from and including the date on which such Net Cash Deposited Amount was deposited into the Sharing Account and (b) at the rate at which such Net Cash Deposited Amount would have accrued interest (assuming that the entire amount of such Net Cash Deposited Amount represented principal outstanding under the applicable Financing Document governing such Covered Debt) pursuant to the terms of the applicable Financing Document governing such Covered Debt, it being understood that (y) interest on any obligation which accrues at a floating or variable rate shall be calculated in same manner as such interest was calculated on the date such Covered Debt became Matured Covered Debt and (z) the Net Cash Deposited Amount shall accrue interest at the applicable default rate to the extent such default rate would accrue if Crown Holdings or the applicable obligor in respect of such Covered Debt had failed to satisfy the obligation to pay principal in respect of such Covered Debt (without giving effect to any applicable grace periods). All calculations required by this definition of “Total Obligations” shall be made by the Sharing Agent and, absent manifest error, shall be binding on all Covered Parties.

“Triggering Event” means the occurrence of any of the following: (i) a default under any item of Covered Debt which results in the acceleration of such Covered Debt prior to the stated maturity thereof (whether or not such acceleration is enforceable under applicable law) or (ii) a default under any item of Covered Debt which is caused by the failure to pay when due at final stated maturity (after giving effect to the expiration of any applicable grace period(s) as provided in the terms of such Covered Debt) principal of such Covered Debt (a “Covered Debt Payment Default”), unless, in any case, such acceleration or Covered Debt Payment Default shall have been waived or deferred by the Covered Party which has so accelerated or in respect of which such Covered Debt Payment Default has occurred.

“Triggering Event Date” means the time and date of the first occurrence of a Triggering Event.

“Unsecured Covered Debt” means Covered Debt that is Additional Unsecured Indebtedness.

“U.S. Intercreditor Agreement” means the First Amended and Restated U.S. Intercreditor and Collateral Agency Agreement dated as of the date hereof among Citicorp North

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America, Inc., as U.S. Collateral Agent, the Administrative Agent, U.K. Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee and the other persons that become parties thereto after the date hereof, as amended and restated as of the date hereof, and as amended, amended and restated, supplemented, replaced or otherwise modified from time to time.

Section 2. Appointment as Sharing Agent; Creation of Sharing Account.

(a) The Bank Agents, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee each hereby irrevocably and unconditionally appoints, and each Bank Related Hedging Exchanger, Bank Related Cash Management Exchanger, Additional First Priority Capital Markets Indebtedness Representative, Additional Second Priority Indebtedness Representative, Additional Third Priority Indebtedness Representative and Additional Unsecured Indebtedness Representative (each such party, a “Covered Party”) signing an acknowledgment hereto, by such signing, irrevocably and unconditionally appoints, Citicorp North America, Inc. to serve as global participation and proceeds sharing agent and representative of each such Covered Party (in such capacity, together with its successors in such capacity, the “Sharing Agent”) and irrevocably and unconditionally authorizes the Sharing Agent to receive and deposit all Proceeds into the Sharing Account (as defined below) following the occurrence of a Triggering Event and to invest such Proceeds as provided in this Agreement and to distribute all amounts in the Sharing Account from time to time as provided in this Agreement.

(b) Concurrently with the execution and delivery of the Original Agreement, the Sharing Agent established an account entitled “Crown Holdings, Inc. Global Participation and Proceeds Sharing Account” at its office located at 388 Greenwich Street, New York, New York 10013 (the “Sharing Account”). To fulfill the purposes and intent of this Agreement, the Sharing Agent will be permitted to create sub-accounts, including securities accounts, in order to hold non-cash Proceeds and Proceeds in more than one currency. The Sharing Agent shall maintain the Sharing Account in accordance with its general policies regarding deposited funds.

Section 3. Direction of Recovered Amounts Following a Triggering Event; Waiver of Triggering Event.

Each Covered Party hereby irrevocably and unconditionally agrees that, from and after it has actual knowledge of the occurrence of a Triggering Event, (i) it shall immediately notify the Obligors and the Collateral Agents of the occurrence of such Triggering Event, (ii) upon notice to the Obligors and the Collateral Agents by any Covered Party of the occurrence of such Triggering Event, each Covered Party shall cause such Obligor to pay (or cause to be paid) any and all Proceeds directly to the Sharing Agent for deposit into the Sharing Account and (iii) each Collateral Agent shall pay any and all Collateral Proceeds directly to the Sharing Agent for deposit into the Sharing Account. If any Covered Party receives any Proceeds from and after the occurrence of a Triggering Event, such Covered Party shall set aside such Proceeds and hold them in trust for the benefit of the Sharing Agent and immediately turn over such Proceeds directly to the Sharing Agent for deposit into the Sharing Account.

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Notwithstanding the foregoing, the Administrative Agent (for so long as any Obligations under the Credit Documents are outstanding) by notice to the Sharing Agent and the Agents may, and if directed by the Requisite Dollar Lenders (as defined in the Credit Agreement) under the Credit Agreement shall, waive (whether conditionally, unconditionally, for a limited period of time or for an indefinite duration) the occurrence or consequences of a Triggering Event (including, without limitation, the consequence that after the occurrence of a Triggering Event (x) each Covered Party pay regularly scheduled interest payments into the Sharing Account or (y) each Covered Party is entitled to receive its Debt Proceeds Pro Rata Share of such an interest payment only if its Covered Debt is Matured Covered Debt), in which case such Triggering Event shall be deemed to have not occurred or such consequences waived with respect to all Covered Parties unless such waiver is rescinded in which case a Triggering Event shall be deemed to have occurred as of the date of such rescission.

For purposes of the Financing Documents and the obligation of any Obligor to make payments to any Agent or holder of Covered Debt thereunder, all payments of Proceeds paid to the Sharing Agent by any Obligor or Collateral Agent on behalf of any Agent or holder of Covered Debt in respect of Covered Debt shall be deemed paid to and received by such Agent or holder.

Section 4. Decisions Relating to Proceeds in Sharing Account.

(a) The Sharing Agent may take such actions with respect to Proceeds in the Sharing Account as it may, in its sole discretion, deem necessary or appropriate under the circumstances to give effect to the terms of this Agreement. The Sharing Agent agrees to make such demands and give such notices with respect to Proceeds in the Sharing Account as the Requisite Obligees may request from time to time.

The Sharing Agent shall not be required to take any action that it believes is contrary to law or to the terms of this Agreement or which it believes would subject it or any of its officers, employees or directors to liability, and the Sharing Agent shall not be required to take any action under this Agreement, unless and until the Sharing Agent shall receive additional indemnities to its satisfaction by, or on behalf of, the Covered Parties against any and all losses, costs, expenses or liabilities in connection therewith.

(b) Each Covered Party executing this Agreement or an acknowledgment hereto agrees that (i) the Sharing Agent may act as the Requisite Obligees may request (regardless of whether any Covered Party or any holder represented thereby agrees, disagrees or abstains with respect to such request) and (ii) the Sharing Agent shall have no liability for acting in accordance with such request (provided such action does not, on its face, conflict with the express terms of this Agreement). The Sharing Agent shall give prompt notice to all Covered Parties of actions taken pursuant to the instructions of the Requisite Obligees; provided, however, that the failure to give any such notice shall not impair the right of the Sharing Agent to take any such action or the validity or enforceability under this Agreement of the action so taken or create a cause of action against the Sharing Agent.

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(c) The Sharing Agent may at any time request directions from the Requisite Obligees with respect to the Sharing Account as to any course of action or other matter relating thereto. Directions given by the Requisite Obligees to the Sharing Agent hereunder shall be binding on all Covered Parties for all purposes.

Section 5. Permitted Investments of Proceeds in Sharing Account.

Funds deposited in the Sharing Account shall be invested and reinvested only upon the following terms and conditions:

(a) Investments. The Sharing Agent may (but shall not be obligated to) at its discretion invest funds in the Sharing Account (i) in the case of United States dollars, in any direct obligations of the federal government of the United States of America having a final maturity not later than 90 days from the date such funds are invested, (ii) in the case of Euro, in any direct obligations of the government of the Federal Republic of Germany having a final maturity not later than 90 days from the date such funds are invested and (iii) in the case of any other currency, in any securities described in clauses (i) and (ii). The Sharing Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with this Agreement. Any losses shall be deemed a reduction of Collateral Proceeds or Debt Proceeds, as applicable, and deducted in determining the amount of Proceeds for all purposes hereunder. In the absence of investment, the funds held in the Sharing Account shall remain uninvested.

(b) Interest; Proceeds. All amounts earned on funds in the Sharing Account and any and all proceeds received in respect of funds, property or other assets in the Sharing Agreement shall be deemed Proceeds and shall remain deposited in the Sharing Account as set forth herein as additional Collateral Proceeds (in the case of amounts earned or proceeds received in respect of Collateral Proceeds) or Debt Proceeds (in the case of amounts earned or proceeds received in respect of Debt Proceeds) for the benefit of the Covered Parties and shall only be disbursed in accordance with the terms hereof.

(c) Sharing Account Statement. No later than the fifteenth calendar day following each March 31, June 30, September 30 and December 31 following the occurrence of a Triggering Event and as of such other dates as the Requisite Obligees may from time to time reasonably request in writing, the Sharing Agent shall deliver to the Covered Parties a statement in writing setting forth in reasonable detail the balance of funds and other property or assets, as the case may be, then in the Sharing Account (including the balance of Collateral Proceeds and Debt Proceeds disclosed separately) and the manner in which such funds are invested (the “Sharing Account Statement”). The parties hereto irrevocably instruct the Sharing Agent that on the first date upon which the balance in a Sharing Account is reduced to zero, the Sharing Agent shall promptly thereafter deliver to the Covered Parties written notice that the balance in the Sharing Account has been reduced to zero.

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Section 6. Deposits and Distributions of Proceeds; Etc.

(a) Deposits of Proceeds. Upon deposit of Proceeds or any other amounts into the Sharing Account, such Proceeds and other amounts shall not be released to any Agent representing Covered Debt or to any holder of Covered Debt unless and until such Covered Debt becomes Matured Covered Debt and thereafter shall only be distributed in accordance with the terms of this Agreement.

(b) (i) Distributions of Collateral Proceeds.

(A) First Priority Covered Debt. Upon receipt by the Sharing Agent of any written notice (each, a “First Priority Claim Notice”) by any holder of or Agent representing First Priority Covered Debt that such First Priority Covered Debt is Matured First Priority Covered Debt, the Sharing Agent shall:

(I) promptly distribute to such Agent out of the Sharing Account such Matured First Priority Covered Debt’s Collateral Proceeds Distribution Entitlement; and

(II) upon any further deposit of Collateral Proceeds into the Sharing Account after the date of such First Priority Claim Notice, promptly distribute to such Agent out of the Sharing Account such Matured First Priority Covered Debt’s Collateral Proceeds Distribution Entitlement;

provided, however, that, subject to clause (iii) below, no Agent in respect of or holder of Matured First Priority Covered Debt shall be entitled to receive any amounts in respect of Collateral Proceeds from the Sharing Account in excess of the then outstanding Total Obligations in respect of such Matured First Priority Covered Debt.

(B) Second Priority Covered Debt. Upon receipt by the Sharing Agent of any written notice (each, a “Second Priority Claim Notice”) by any holder of or Agent representing Second Priority Covered Debt that such Second Priority Covered Debt is Matured Second Priority Covered Debt, from and after the time at which the Total Obligations in respect of all First Priority Covered Debt have been paid in full, the Sharing Agent shall:

(I) promptly distribute to such Agent out of the Sharing Account such Matured Second Priority Covered Debt’s Collateral Proceeds Distribution Entitlement; and

(II) upon any further deposit of Collateral Proceeds into the Sharing Account after the date of such Second Priority Claim Notice, promptly distribute to such Agent out of the Sharing Account such Matured Second Priority Covered Debt’s Collateral Proceeds Distribution Entitlement;

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provided, however, that, subject to clause (iii) below, no Agent in respect of or holder of Matured Second Priority Covered Debt shall be entitled to receive any amounts in respect of Collateral Proceeds from the Sharing Account in excess of the then outstanding Total Obligations in respect of such Matured Second Priority Covered Debt.

(C) Third Priority Covered Debt. Upon receipt by the Sharing Agent of any written notice (each, a “Third Priority Claim Notice”) by any holder of or Agent representing Third Priority Covered Debt that such Third Priority Covered Debt is Matured Third Priority Covered Debt, from and after the time at which the Total Obligations in respect of all First Priority Covered Debt and Second Priority Covered Debt have been paid in full, the Sharing Agent shall:

(I) promptly distribute to such Agent out of the Sharing Account such Matured Third Priority Covered Debt’s Collateral Proceeds Distribution Entitlement; and

(II) upon any further deposit of Collateral Proceeds into the Sharing Account after the date of such Third Priority Claim Notice, promptly distribute to such Agent out of the Sharing Account such Matured Third Priority Covered Debt’s Collateral Proceeds Distribution Entitlement;

provided, however, that, subject to clause (iii) below, no Agent in respect of or holder of Matured Third Priority Covered Debt shall be entitled to receive any amounts in respect of Collateral Proceeds from the Sharing Account in excess of the then outstanding Total Obligations in respect of such Matured Third Priority Covered Debt.

(ii) Distributions of Debt Proceeds. Upon receipt by the Sharing Agent of a First Priority Claim Notice, Second Priority Claim Notice, Third Priority Claim Notice or a written notice from any agent in respect of Unsecured Covered Debt (an “Unsecured Claim Notice” and, together with any First Priority Claim Notice, Second Priority Claim Notice or Third Priority Claim Notice, a “Claim Notice”) by any holder of or Agent representing Covered Debt that such Covered Debt is Matured Covered Debt, the Sharing Agent shall:

(A) promptly distribute to such Agent out of the Sharing Account such Matured Covered Debt’s Debt Proceeds Distribution Entitlement; and

(B) upon any further deposit of Debt Proceeds into the Sharing Account after the date of such applicable Claim Notice, promptly distribute to such Agent out of the Sharing Account such Matured Covered Debt’s Debt Proceeds Distribution Entitlement;

provided, however, that, subject to clause (iii) below, no Agent in respect of or holder of Matured Covered Debt shall be entitled to receive any amounts from the Sharing Account in excess of the then outstanding Total Obligations in respect of such Matured Covered Debt.

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(iii) Excess Sharing Account Proceeds. If, following the satisfaction of the Total Obligations in respect of all Covered Debt, additional Proceeds remain in the Sharing Account, the Sharing Agent shall distribute such remaining proceeds to the Agents representing Matured Covered Debt on a pro rata basis in proportion to their respective Debt Proceeds Pro Rata Share (provided that for purposes of calculating Debt Proceeds Pro Rata Share, all Covered Debt shall be deemed to be Currently Outstanding Covered Debt).

(iv) Excess Proceeds from Letters of Credit. If any Covered Debt receives Proceeds in excess of its Total Obligations due to the collateralization of letters of credit that expire without having been drawn upon, the Agent in respect of such Covered Debt shall pay such excess to the Sharing Agent for deposit into the Sharing Account as Collateral Proceeds.

(c) All property and other assets other than cash from time to time deposited in the Sharing Account shall be valued at the Fair Market Value of such property or asset as of the applicable date of deposit. In the event that the Sharing Agent shall distribute any property or assets other than cash from the Sharing Account, the amount of such distribution shall be deemed to be equal to the Fair Market Value of such property or assets, as the case may be, on the date of distribution from the Sharing Account. Fair Market Value shall be determined by the Sharing Agent whose determination, absent manifest error, shall be conclusive as to Fair Market Value.

(d) To the extent that any property or assets other than cash are distributed from the Sharing Account in respect of Covered Debt, the Sharing Agent shall use its commercially reasonable efforts to distribute such property and assets among all Covered Parties receiving a distribution as of each applicable distribution date based on their respective Collateral Proceeds Pro Rata Share or Debt Proceeds Pro Rata Share, as applicable; provided, however, that the Sharing Agent may in its sole discretion sell or otherwise convert any non-cash Proceeds into cash in lieu of distributing such non-cash Proceeds; and provided, further, that to the extent that any distribution of Proceeds in respect of Covered Debt would include a distribution of “securities” (as defined in the Securities Act of 1933, as amended (the “Securities Act”)) to an item of Covered Debt which constitutes a “security” within the meaning of the Securities Act, the Sharing Agent shall liquidate such “securities” or convert such securities (at the expense of such item of Covered Debt which constitutes a “security”) into cash prior to their distribution. In no event will an item of Covered Debt which constitutes a “security” be entitled to receive a distribution of “securities”.

(e) The Sharing Agent shall be entitled to deduct from time to time from the Sharing Account and be entitled to be paid therefrom all of its out-of-pocket expenses, liabilities and advances made or incurred by the Sharing Agent in connection with its acting as Sharing Agent hereunder and all amounts for which Sharing Agent is entitled to indemnification here-under, and to the payment of all out-of-pocket costs and expenses paid or incurred by Sharing Agent in connection with the exercise of any right or remedy hereunder.

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(f) Payments by the Sharing Agent on account of Proceeds in the Sharing Account in respect of the Total Obligations under the Credit Agreement shall be made to the Administrative Agent and U.K. Agent for distribution by the Administrative Agent and U.K. Agent to the Lenders and other Covered Parties under the Credit Agreement in accordance with the Credit Agreement and as follows: (i) any payments in respect of Bank Related Hedging Obligations and Bank Cash Management Related Obligations shall be made as directed by the Lender or Affiliate thereof to which such Bank Related Hedging Obligations or Bank Cash Management Related Obligations are owed; and (ii) any payments in respect of loans or outstanding letters of credit shall be paid to the Administrative Agent and U.K. Agent for the benefit of the Lenders and other Covered Parties under the Credit Agreement. All other payments on account of Proceeds in the Sharing Account in respect of all other Total Obligations in respect of any First Priority Capital Markets Indebtedness, Second Priority Indebtedness, Third Priority Indebtedness and Additional Unsecured Indebtedness shall be paid to the First Priority Agents, the Second Priority Agents, the Third Priority Agents and any Additional Unsecured Indebtedness Representative, as applicable, on behalf of the holders of such indebtedness.

(g) Each Agent shall have the right to request that all cash distributions made to it under this Section 6 be made in the same currency as the currency of the Covered Debt it represents by giving prior written notice to the Sharing Agent at least 3 business days prior to any such distribution. Upon receiving such written notice, the Sharing Agent shall convert all cash to be distributed to such Agent into the requested currency on the date of disbursement at the spot rate of exchange available to the Sharing Agent on such date. The Sharing Agent shall be entitled to charge against any amount being distributed to such requesting Agent, its out-of-pocket expenses incurred in complying with such request.

Section 7. Obligations of Obligors Unaffected.

It is understood that the terms of this Agreement with respect to sharing Proceeds in the Sharing Account shall not affect the obligations of the Obligors to pay all amounts due to any Covered Party. Any distribution of Proceeds from the Sharing Account to a Covered Party shall not result in the extinguishment of any Covered Debt of such Covered Party with respect to any Obligor.

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Section 8. Information.

In the event the Sharing Agent proposes to take any action pursuant to this Agreement or requests instructions from the Covered Parties as provided herein, upon the request of the Sharing Agent, each of the following Covered Parties agrees to provide promptly to the Sharing Agent the following information and documentation:

(a) The Administrative Agent and U.K. Agent on behalf of the Lenders and agents under the Credit Agreement agree to promptly from time to time notify the Sharing Agent of (i) the aggregate amount of the principal and interest outstanding and other amounts owing under the Credit Agreement, including the amount of outstanding letters of credit under the Credit Agreement as at such date and the amount, if any, then due and payable as a result of final stated maturity or acceleration under the Credit Agreement as the Sharing Agent may specify, (ii) the current commitment of each Lender under the Credit Agreement, (iii) any payment received by the Administrative Agent or U.K. Agent to be applied to the amounts due under the Credit Agreement and (iv) the Administrative Agent’s and U.K. Agent’s calculations as to the amount of interest accrued with respect to its Covered Debt in accordance with clause (ii) of the definition of Total Obligations. The Administrative Agent shall promptly upon the request of the Sharing Agent provide the Sharing Agent with true, correct and complete copies of each of the Credit Documents. The Administrative Agent shall certify as to such amounts and the Sharing Agent shall be entitled to rely conclusively upon such certification.

(b) Each Bank Related Hedging Exchanger party to a Bank Related Hedging Agreement subject to this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Sharing Agent of (i) the notional amount under such Bank Related Hedging Agreement and the amount payable by Crown Holdings or any of its subsidiaries upon early termination of such Bank Related Hedging Agreement, (ii) any payment received by such Bank Related Hedging Exchanger to be applied to amounts due upon early termination of such Bank Related Hedging Agreement and (iii) such Bank Related Hedging Exchanger’s calculations as to the amount of interest accrued with respect to its Covered Debt in accordance with clause (ii) of the definition of Total Obligations. Each Lender and Affiliate shall promptly upon the request of the Sharing Agent provide the Sharing Agent with true, correct and complete copies of each of each Bank Related Hedging Agreement to which it is a party. Such Bank Related Hedging Exchanger shall certify as to such amounts and the Sharing Agent shall be entitled to rely conclusively upon such certification.

(c) Each Bank Related Cash Management Exchanger to a Bank Related Cash Management Agreement subject to this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Sharing Agent of (i) the notional amount under such Bank Related Cash Management Agreement and the amount payable by Crown Holdings or any of its subsidiaries upon early termination of such Bank Related Cash Management Agreement, (ii) any payment received by such Bank Related Cash Management Exchanger to be applied to amounts due upon early termination of such Bank Related Cash Management Agreement and (iii) such Bank Related Cash Management Exchanger’s calculations as to the amount of interest accrued with respect to its Covered Debt in accordance with clause (ii) of the definition of Total Obligations. Each Bank Related Cash Management Exchanger shall

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promptly upon the request of the Sharing Agent provide the Sharing Agent with true, correct and complete copies of each of the Bank Related Cash Management Agreement to which it is a party. Such Bank Related Cash Management Exchanger shall certify as to such amounts and the Sharing Agent shall be entitled to rely conclusively upon such certification.

(d) Upon written request, the First Priority Notes Trustee agrees to promptly notify the Sharing Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing with respect to the First Priority Notes under the First Priority Notes Documents and the amount, if any, then due and payable under such First Priority Notes and the First Priority Notes Documents, as at such date as the Sharing Agent may specify, (ii) any payment received by such First Priority Notes Trustee to be applied to the principal of or interest on the amounts due with respect to the First Priority Notes and the First Priority Notes Documents and (iii) the First Priority Notes Trustee’s calculations as to the amount of interest accrued with respect to its Covered Debt in accordance with clause (ii) of the definition of Total Obligations. The First Priority Notes Trustee shall promptly upon the request of the Sharing Agent provide the Sharing Agent with true, correct and complete copies of each of the First Priority Notes Documents to which it is a party and which are in its possession. The First Priority Notes Trustee shall certify as to such amounts and the Sharing Agent shall be entitled to rely conclusively upon such certification.

(e) Each Additional First Priority Capital Markets Indebtedness Representative with respect to the Additional First Priority Capital Markets Indebtedness subject to this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Sharing Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing under the applicable Additional First Priority Indebtedness Documents and the amount, if any, then due and payable under such Additional First Priority Capital Markets Indebtedness, as at such date as the Sharing Agent may specify, (ii) any payment received by such Additional First Priority Capital Markets Indebtedness Representative to be applied to the Obligations due with respect to such Additional First Priority Capital Markets Indebtedness and such Additional First Priority Indebtedness Documents and (iii) such Additional First Priority Capital Markets Indebtedness Representative’s calculations as to the amount of interest accrued with respect to its Covered Debt in accordance with clause (ii) of the definition of Total Obligations. Each Additional First Priority Capital Markets Indebtedness Representative shall promptly upon the request of the Sharing Agent provide the Sharing Agent with true, correct and complete copies of each of the Additional First Priority Indebtedness Documents to which it is a party and which are in its possession. The Additional First Priority Capital Markets Indebtedness Representative shall certify as to such amounts and the Sharing Agent shall be entitled to rely conclusively upon such certification.

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(f) Upon written request, the Second Priority Notes Trustee agrees to promptly notify the Sharing Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing with respect to the Second Priority Notes under the Second Priority Notes Documents and the amount, if any, then due and payable under the Second Priority Notes and Second Priority Notes Documents, as at such date as the Sharing Agent may specify, (ii) any payment received by the Second Priority Notes Trustee to be applied to the Obligations due with respect to the Second Priority Notes and Second Priority Notes Documents and (iii) the Second Priority Notes Trustee’s calculations as to the amount of interest accrued with respect to its Covered Debt in accordance with clause (ii) of the definition of Total Obligations. The Second Priority Notes Trustee shall promptly upon the request of the Sharing Agent provide the Sharing Agent with true, correct and complete copies of each of the Second Priority Notes Documents to which it is a party and which are in its possession. The Second Priority Notes Trustee shall certify as to such amounts and the Sharing Agent shall be entitled to rely conclusively upon such certification.

(g) Each Additional Second Priority Indebtedness Representative with respect to the Additional Second Priority Indebtedness subject to this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Sharing Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing under the applicable Additional Second Priority Indebtedness Documents and the amount, if any, then due and payable under such Additional Second Priority Indebtedness, as at such date as the Sharing Agent may specify, (ii) any payment received by such Additional Second Priority Indebtedness Representative to be applied to the Obligations due with respect to such Additional Second Priority Indebtedness and such Additional Second Priority Indebtedness Documents and (iii) such Additional Second Priority Indebtedness Representative’s calculations as to the amount of interest accrued with respect to its Covered Debt in accordance with clause (ii) of the definition of Total Obligations. Each Additional Second Priority Indebtedness Representative shall promptly upon the request of the Sharing Agent provide the Sharing Agent with true, correct and complete copies of each of the Additional Second Priority Indebtedness Documents to which it is a party. The Additional Second Priority Indebtedness Representative shall certify as to such amounts and the Sharing Agent shall be entitled to rely conclusively upon such certification.

(h) Upon written request, the Third Priority Notes Trustee agrees to promptly notify the Sharing Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing with respect to the Third Priority Notes under the Third Priority Notes Documents and the amount, if any, then due and payable under the Third Priority Notes and Third Priority Notes Documents, as at such date as the Sharing Agent may specify, (ii) any payment received by the Third Priority Notes Trustee to be applied to the Obligations due with respect to the Third Priority Notes and Third Priority Notes Documents and (iii) the Third Priority Notes Trustee’s calculations as to the amount of interest accrued with respect to its Covered Debt in accor-

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dance with clause (ii) of the definition of Total Obligations. The Third Priority Notes Trustee shall promptly upon the request of the Sharing Agent provide the Sharing Agent with true, correct and complete copies of each of the Third Priority Notes Documents to which it is a party. The Third Priority Notes Trustee shall certify as to such amounts and the Sharing Agent shall be entitled to rely conclusively upon such certification.

(i) Each Additional Third Priority Indebtedness Representative with respect to the Additional Third Priority Indebtedness subject to this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Sharing Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing under the applicable Additional Third Priority Indebtedness Documents and the amount, if any, then due and payable under such Additional Third Priority Indebtedness, as at such date as the Sharing Agent may specify, (ii) any payment received by such Additional Third Priority Indebtedness Representative to be applied to the Obligations due with respect to such Additional Third Priority Indebtedness and such Additional Third Priority Indebtedness Documents and (iii) such Additional Third Priority Indebtedness Representative’s calculations as to the amount of interest accrued with respect to its Covered Debt in accordance with clause (ii) of the definition of Total Obligations. The Additional Third Priority Indebtedness Representative shall promptly upon the request of the Sharing Agent provide the Sharing Agent with true, correct and complete copies of each of the Additional Third Priority Indebtedness Documents to which it is a party. The Additional Third Priority Indebtedness Representative shall certify as to such amounts and the Sharing Agent shall be entitled to rely conclusively upon such certification.

(j) Each Additional Unsecured Indebtedness Representative with respect to the Additional Unsecured Indebtedness subject to this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Sharing Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing under the applicable Additional Unsecured Indebtedness Documents and the amount, if any, then due and payable under such Additional Unsecured Indebtedness, as at such date as the Sharing Agent may specify, (ii) any payment received by such Additional Unsecured Indebtedness Representative to be applied to the Obligations due with respect to such Additional Unsecured Indebtedness and such Additional Unsecured Indebtedness Documents and (iii) such Additional Unsecured Indebtedness Representative’s calculations as to the amount of interest accrued with respect to its Covered Debt in accordance with clause (ii) of the definition of Total Obligations. Each Additional Unsecured Indebtedness Representative shall promptly upon the request of the Sharing Agent provide the Sharing Agent with true, correct and complete copies of each of the Additional Unsecured Indebtedness Documents to which it is a party. The Additional Unsecured Indebtedness Representative shall certify as to such amounts and the Sharing Agent shall be entitled to rely conclusively upon such certification.

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Section 9. Bank Related Hedging Agreements; Bank Related Cash Management Agreements; Additional First Priority Capital Markets Indebtedness Documents; Additional Second Priority Indebtedness Documents; Additional Third Priority Indebtedness Documents; Additional Unsecured Indebtedness Documents.

(a) If a Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger shall cause Bank Related Hedging Obligations and Bank Related Cash Management Obligations to be secured by the Security Documents by becoming a party to the Intercreditor Agreements as set forth therein, such Person shall also execute an acknowledgment in the form contained on the signature pages hereof, and by delivering such executed acknowledgment to the Sharing Agent, such Person agrees to be bound by the terms of this Agreement.

(b) If an Additional First Priority Capital Markets Indebtedness Representative, on behalf of itself and all holders of obligations under Additional First Priority Capital Markets Indebtedness issued by any Permitted Issuer shall cause such Additional First Priority Capital Markets Indebtedness to be secured by any of the Security Documents by becoming a party to one or both of the Intercreditor Agreements as set forth therein, such Additional First Priority Capital Markets Indebtedness Representative shall also execute an acknowledgment in the form of Annex 3 hereto, and by delivering such executed acknowledgment to the Sharing Agent, such Additional First Priority Capital Markets Indebtedness Representative agrees, on behalf of itself and all holders of such Additional First Priority Capital Markets Indebtedness, to be bound by the terms of this Agreement.

(c) If an Additional Second Priority Indebtedness Representative, on behalf of itself and all holders of such Additional Second Priority Indebtedness issued by any Permitted Issuer, shall cause such Additional Second Priority Indebtedness to be secured by any of the Security Documents by becoming a party to one or both of the Intercreditor Agreements as set forth therein, such Additional Second Priority Indebtedness Representative shall also execute an acknowledgment in the form of Annex 4 hereto, and by delivering such executed acknowledgment to the Sharing Agent, such Additional Second Priority Indebtedness Representative agrees, on behalf of itself and all holders of such Additional Second Priority Indebtedness, to be bound by the terms of this Agreement.

(d) If an Additional Third Priority Indebtedness Representative, on behalf of itself and all holders of such Additional Third Priority Indebtedness issued by any Permitted Issuer shall cause such Additional Third Priority Indebtedness to be secured by any of the Security Documents by becoming a party to one or both of the Intercreditor Agreements as set forth therein, such Additional Third Priority Indebtedness Representative shall also execute an acknowledgment in the form of Annex 5 hereto, and by delivering such executed acknowledgment to the Sharing Agent, such Additional Third Priority Indebtedness Representative agrees, on behalf of itself and all holders of such Additional Third Priority Indebtedness, to be bound by the terms of this Agreement.

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(e) To the extent required by any Covered Debt, each Additional Unsecured Indebtedness Representative, on behalf of itself and all holders of such Additional Unsecured Indebtedness, shall execute an acknowledgment in the form contained on the signature pages hereof, and by delivering such executed acknowledgment to the Sharing Agent, by which such Additional Unsecured Indebtedness Representative agrees, on behalf of itself and all holders of such Additional Unsecured Indebtedness, to be bound by the terms of this Agreement.

Section 10. Disclaimers, Indemnity, Etc.

(a) By becoming a party to this Agreement, each Covered Party acknowledges that the Sharing Agent shall not be the trustee of any Covered Party. The Sharing Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Sharing Agent shall not by reason of this Agreement be a trustee for any Covered Party or have any other fiduciary obligation to any Covered Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Agent shall not be responsible to any Covered Party for any recitals, statements, representations or warranties contained in this Agreement or any Financing Document or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents or any other document referred to or provided for therein or for any failure by any other party to perform any of its respective obligations under any of the Financing Documents. The Sharing Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

(b) The Sharing Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telex, telecopy, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Sharing Agent. Without limiting any rights of the Sharing Agent hereunder, the Sharing Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by Requisite Obligees, and such instructions of Requisite Obligees, and any action taken or failure to act pursuant thereto, shall be binding on all of the Covered Parties.

(c) Each Covered Party (collectively, the “Indemnifying Parties”) agrees to indemnify the Sharing Agent out of any Proceeds pursuant to Section 6 hereof, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or

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asserted against the Sharing Agent in any way relating to or arising out of this Agreement or any of the Financing Documents or any other documents contemplated by or referred to therein or the transactions contemplated thereby or the enforcement of any of the terms of any thereof; provided, however, that no such Indemnifying Party shall be liable for any of the foregoing to the extent they are finally judicially determined to have resulted from the gross negligence or willful misconduct of the Sharing Agent.

(d) Except for action expressly required of the Sharing Agent hereunder, the Sharing Agent shall, notwithstanding anything to the contrary in Section 10(c) hereof, in all cases be fully justified in failing or refusing to act hereunder unless it shall be further indemnified to its satisfaction by the Covered Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

(e) (i) The Sharing Agent may resign at any time by giving at least 5 days’ notice thereof to the Covered Parties (such resignation to take effect as hereinafter provided). In the event of such resignation of the Sharing Agent, the Requisite Obligees shall thereupon have the right to appoint a successor Sharing Agent. If no successor Sharing Agent shall have been so appointed by Requisite Obligees and shall have accepted such appointment within 30 days after the notice of the intent of the Sharing Agent to resign, then the retiring Sharing Agent may, on behalf of the other Covered Parties, appoint a successor Sharing Agent. Any successor Sharing Agent appointed pursuant to this clause (e)(i) shall be a commercial bank organized under the laws of the United States of America or any state thereof and having a combined capital and surplus of at least $500,000,000.

(ii) Upon the acceptance of any appointment as Sharing Agent hereunder by a successor Sharing Agent, such successor Sharing Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Sharing Agent, and the retiring or removed Sharing Agent shall thereupon be discharged from its duties and obligations hereunder. After any retiring or removed Sharing Agent’s resignation or removal hereunder as Sharing Agent, the provisions of this Section 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Sharing Agent.

(f) Each of the Covered Parties understands and acknowledges that the Sharing Agent and its Affiliates may also hold indebtedness of any Obligor or their subsidiaries, be an agent under any of the Financing Documents and act in other financial advisory or underwriting capacities on behalf of any Obligor and any of their subsidiaries, and waives any actual or potential conflict of interest resulting therefrom.

Section 11. Subrogation; Termination of Agreement.

(a) If, as a result of the operation of this Agreement, any Covered Party shall recover less in respect of its Covered Debt than it would have had it not been a party to this Agreement (the “Harmed Covered Party”), then, upon the payment in full of the Total Obligations in respect of any item of Covered Debt which has benefited from the operation of this

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Agreement through the receipt of Proceeds resulting in a recovery that is greater than the recovery that would have been realized had such Covered Debt not been a party to this Agreement (the “Benefited Covered Party”), each Harmed Covered Party shall be subrogated to the rights, if any, that each such Benefited Covered Party may have against any Obligor to receive payments and distributions of cash, property or other assets of such Obligor. Any such cash, property or other assets received by a Harmed Covered Party shall constitute Debt Proceeds or Collateral Proceeds, as applicable, under this Agreement. Each Benefited Covered Party agrees to use its commercially reasonable efforts to cooperate with each Harmed Covered Party to give effect to this provision.

(b) This Agreement (other than clause (a) of this Section 11) shall terminate upon the first to occur of (a) the receipt by the Sharing Agent and other Agents of written notice from the Administrative Agent that it has elected to terminate this Agreement, which notice shall state that it is a “Notice of Termination,” and (b) when both (i) the Total Obligations under all Covered Debt have been paid in full after the occurrence of a Triggering Event and (ii) all amounts in the Sharing Account have been distributed to the Agents. It is acknowledged that the Credit Agreement requires the Administrative Agent to terminate this Agreement upon the request of Crown Usco after all Bank Indebtedness has been repaid in full and the Credit Documents have been terminated.

Section 12. Miscellaneous.

(a) All notices and other communications provided for herein shall be in writing and may be personally served, telecopied, e-mailed or sent by United States mail and shall be deemed to have been given when delivered in person, upon receipt of telecopy or e-mail or four Business Days after deposit in the mail, registered or certified, with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this Section 12(a)) shall be as set forth under each party’s name on the signature pages (including acknowledgments) hereof.

(b) This Agreement may be modified or waived only by an instrument or instruments in writing signed by the Sharing Agent with the written consent of Requisite Obligees; provided that no modification or waiver (i) which by its terms adversely affects the right of any holder of Covered Debt to receive distributions pursuant to Section 6(b), (ii) which by its terms obligates any Covered Party to contribute funds or other assets under this Agreement in excess of its obligations as in effect on the date hereof or (iii) that by its terms has a disproportionate (i.e., not ratable) adverse effect on any holder of Covered Debt (as opposed to all holders of Covered Debt) shall, in each case, be effective against any holder of such item of Covered Debt without the written consent of the Agent in respect of such Covered Debt; provided, however, that, notwithstanding the foregoing, the written consent of the Covered Parties shall not be required with respect to amendments, modifications or waivers necessary to permit the incurrence of additional indebtedness secured by any or all the Collateral and entitled to the benefits of the Security Documents insofar as the foregoing is not prohibited by the Financing Documents benefiting such Covered Party, including for the purposes of providing

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any successor or replacement credit agreement or bank facility to the Credit Agreement, and including without limitation any amendments, modifications or waivers for the purpose of adding appropriate references to additional parties in, and according such parties the benefits of, any of the provisions hereof in connection with the incurrence of such indebtedness. No modification or waiver which alters the obligations of the Collateral Agents hereunder will be effective against them without their prior written consent.

(c) This Agreement shall be binding upon and inure to the benefit of the Sharing Agent, each Covered Party and their respective successors and assigns.

(d) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.

(e) This Agreement (as amended and restated as of the date hereof) shall become effective as to each of the Administrative Agent, the U.K. Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee, the Third Priority Notes Trustee and the Collateral Agents listed on the signature pages hereof and the Sharing Agent upon the execution of this Agreement by each of the Administrative Agent, the U.K. Agent, the First Priority Notes Trustee and the Sharing Agent and the delivery of each such Person’s counterparts to the Sharing Agent.

(f) Each of the parties hereto authorizes the Sharing Agent to execute and file on its behalf all such further documents and instruments, and authorizes the Sharing Agent to perform such other acts, as may be reasonably necessary or advisable to effectuate the purposes of this Agreement.

(g) If any provision of this Agreement shall be inconsistent with, or contrary to, any provisions in any Financing Document or any other instrument delivered in connection with the transactions contemplated thereby, the applicable provision in this Agreement shall be controlling and shall supersede such inconsistent provision to the extent necessary to give full effect to all provisions contained in this Agreement. Each Covered Party acknowledges and agrees that the terms and provisions of this Agreement do not violate any term or provisions of its respective Financing Document.

(h) Each of the Covered Parties (other than the Bank Agents and Lenders with regard to the Credit Documents, any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger) shall use its best efforts to notify the other of any amendment, modification or waiver to any of its Financing Documents, but the failure to do so shall not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party. Each of the Covered Parties (other than the Bank Agents and Lenders with regard to the Credit Documents, any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger) shall, upon request of the other or others, provide copies of all such modifications, amendments and waivers.

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(i) Each of the parties represents and warrants to all other parties hereto that the execution, delivery and performance by or on behalf of such party to this Agreement has been duly authorized by all necessary action, corporate or otherwise, does not violate any provision of law, governmental regulation, or any agreement or instrument by which such party is bound, and requires no governmental or other consent that has not been obtained and is not in full force and effect.

(j) The Covered Parties may demand specific performance of this Agreement. Each of the Covered Parties hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the Sharing Agent.

(k) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

(l) Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such 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. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

CITICORP NORTH AMERICA, INC.,
as Administrative Agent
By:	/s/ Myles Kassin
Name:	Myles Kassin
Title:	Vice President
Notice Address:
388 Greenwich Street
New York, NY 10013
Attention: Arnold Wong
Telephone: (212) 723-6733
Facsimile: (212) 723-8540
With a copy to:
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
Attention: Adam Dworkin, Esq.
Telephone: (212) 701-3000
Facsimile: (212) 269-5420

S-1

CITIBANK INTERNATIONAL, PLC,
as U.K. Agent
By:	/s/ Ian Hayton
Name:	Ian Hayton
Title:	Assistant Vice President
Notice Address:
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
Attention: Paul Gibbs
Facsimile: +44 207 500-4482
With a copy to:
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
Attention: Adam Dworkin, Esq.
Telephone: (212) 701-3000
Facsimile: (212) 269-5420

S-2

WELLS FARGO BANK, N.A.,
as First Priority Notes Trustee
By:	/s/ Jeffery Rose
Name:	Jeffery Rose
Title:	Corporate Trust Officer
Notice Address:
Wells Fargo Bank, N.A.
Corporate Trust Services
Sixth Street & Marquette Avenue
Minneapolis, MN 55479
Attn: Jeffery Rose
Telephone: (612) 667-0337
Facsimile: (612) 667-9825

S-3

CITICORP NORTH AMERICA, INC.,
as Sharing Agent
By:	/s/ Myles Kassin
Name:	Myles Kassin
Title:	Vice President
Notice Address:
388 Greenwich Street
New York, NY 10013
Attention: Arnold Wong
Telephone: (212) 723-6733
Facsimile: (212) 723-8540
With a copy to:
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
Attention: Adam Dworkin, Esq.
Telephone: (212) 701-3000
Facsimile: (212) 269-5420

S-4

CITICORP NORTH AMERICA, INC.,
as U.S. Collateral Agent
By:	/s/ Myles Kassin
Name:	Myles Kassin
Title:	Vice President
Notice Address:
388 Greenwich Street
New York, NY 10013
Attention: Arnold Wong
Telephone: (212) 723-6733
Facsimile: (212) 723-8540
With a copy to:
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
Attention: Adam Dworkin, Esq.
Telephone: (212) 701-3000
Facsimile: (212) 269-5420

S-5

CITICORP TRUSTEE COMPANY

LIMITED, as Euro Collateral Agent

By:

Name:

Title:

Notice Address:

          Citigroup Centre

          Canada Square

          Canary Wharf

          London E14 5LB

          Attention: Paul Gibbs

          Facsimile: +44 207 500-4482

With a copy to:

          Cahill Gordon & Reindel LLP

          80 Pine Street

          New York, NY 10005

          Attention: Adam Dworkin, Esq.

          Telephone: (212) 701-3000

          Facsimile: (212) 269-5420

S-6

Annex 1

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as a Bank Related Hedging Exchanger, by the foregoing provisions of this Agreement, as of [                    ] as if it were an original party hereto. In addition, a copy of the applicable Hedging Agreement dated as of [                    ] is attached to this signature page.

[BANK RELATED HEDGING

EXCHANGER]

By:

Name:

Title:

Notice Address:

Annex 2

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as a Bank Related Cash Management Exchanger, by the foregoing provisions of this Agreement, as of [                    ] as if it were an original party hereto. In addition, a copy of the applicable Bank Related Cash Management Agreement dated as of [                    ] is attached to this signature page.

[BANK RELATED CASH

MANAGEMENT EXCHANGER]

By:

Name:

Title:

Notice Address:

Annex 3

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as the Additional First Priority Capital Markets Indebtedness Representative, by the foregoing provisions of this Agreement as of [                    ] as if it were an original party hereto. In addition, an executed copy of the applicable Additional First Priority Capital Markets Indebtedness Documents dated as of [                    ] is attached to this signature page.

[ADDITIONAL FIRST PRIORITY

CAPITAL MARKETS INDEBTEDNESS

REPRESENTATIVE]

By:

Name:

Title:

Notice Address:

Annex 4

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as an Additional Second Priority Indebtedness Representative, by the foregoing provisions of this Agreement as of [                    ] as if it were an original party hereto. In addition, an executed copy of the Additional Second Priority Indebtedness Documents dated as of [                    ] is attached to this signature page.

[ADDITIONAL SECOND PRIORITY

INDEBTEDNESS REPRESENTATIVE]

By:

Name:

Title:

Notice Address:

Annex 5

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as an Additional Third Priority Indebtedness Representative, by the foregoing provisions of this Agreement as of [                    ] as if it were an original party hereto. In addition, an executed copy of the Additional Third Priority Indebtedness Documents dated as of [                    ] is attached to this signature page.

[ADDITIONAL THIRD PRIORITY

INDEBTEDNESS REPRESENTATIVE]

By:

Name:

Title:

Notice Address:

Annex 6

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as an Additional Unsecured Indebtedness Representative, by the foregoing provisions of this Agreement as of [                    ] as if it were an original party hereto. In addition, an executed copy of the Additional Unsecured Indebtedness Documents dated as of [                    ] is attached to this signature page.

[ADDITIONAL UNSECURED

INDEBTEDNESS REPRESENTATIVE]

By:

Name:

Title:

Notice Address:

EX-4.I

Exhibit 4.i

CROWN EUROPEAN HOLDINGS SA

€350,000,000 6 ¹/4% First Priority Senior Secured Notes due 2011

REGISTRATION RIGHTS AGREEMENT

New York, New York

September 1, 2004

Citigroup Global Markets Inc.

Lehman Brothers Inc.

    As Representatives of the several Initial

    Purchasers named in Schedule I hereto

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Dear Sirs:

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 Guarantees. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Issuers hereby agree with you for your benefit and the benefit of the holders from time to time of Securities and Exchange Securities (as defined below) (including the Initial Purchasers) (each a “Holder” and collectively the “Holders”) as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following defined terms shall have the following respective meanings:

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall mean Crown European Holdings SA, a société anonyme organized under the laws of France, and any successor thereto.

“Conduct Rules” shall have the meaning set forth in Section 4(u) hereof.

“Crown” shall mean Crown Holdings, Inc., a Pennsylvania corporation, and any successor thereto.

“CT” shall have the meaning set forth in Section 17 hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer Registration Period” shall mean the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer Registration Statement” shall mean a registration statement of the Issuers on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchange Securities” shall mean debt securities of the Company guaranteed by the Guarantors identical in all material respects to the Securities (except that the cash interest and interest rate step-up provisions and U.S. transfer restrictions shall be modified or eliminated as appropriate) to be issued under the Indenture.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from any Issuer or any Affiliate of any Issuer) for Exchange Securities.

“Final Memorandum” shall have the meaning set forth in the Purchase Agreement.

“Guarantees” shall have the meaning set forth in the preamble hereto.

“Guarantors” shall have the meaning set forth in the preamble hereto.

“Holder” shall have the meaning set forth in the preamble hereto.

“Indenture” shall mean the Indenture relating to the Securities to be dated as of the date of original issuance of the Notes among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee, as amended or supplemented from time to time in accordance with the terms thereof.

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“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchasers” shall have the meaning set forth in the preamble hereto.

“Issuers” shall have the meaning set forth in the preamble hereto.

“Judgment Currency” shall have the meaning set forth in Section 18 hereof.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of Securities and Exchange Securities registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering.

“Notes” shall have the meaning set forth in the preamble hereto.

“Person” shall mean an individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the Exchange Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Issuers to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the Exchange Securities.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the Exchange Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Securities” shall have the meaning set forth in the preamble hereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” shall have the meaning set forth in Section 3(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or Exchange Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

-3-

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“underwriter” shall mean any underwriter of Securities or Exchange Securities in connection with an offering thereof under a Shelf Registration Statement.

2. Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 90 days following the date of the original issuance of the Securities (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 210 days of the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day).

(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the Exchange Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(c) In connection with the Registered Exchange Offer, the Issuers shall:

(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii) keep the Registered Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);

(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act, to ensure that it is available for sales of Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;

(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;

(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission

-4-

(A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities; and

(vii) comply in all respects with all applicable laws.

(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:

(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii) deliver to the Trustee for cancellation in accordance with Section 4(s) hereof all Securities so accepted for exchange; and

(iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:

(i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business;

(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Act; and

(iii) such Holder is not an Affiliate of any Issuer.

(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment,

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at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of Exchange Securities. The Issuers shall use their reasonable best efforts to cause the same CUSIP, ISIN and Common Code numbers to be assigned for such Exchange Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer.

(g) Interest on each Exchange Security shall accrue from the last date on which interest was paid on the Security surrendered in exchange therefor or, if no interest has been paid on such Security, from the date of such Security’s original issue.

3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 240 days after the date of the original issuance of the Securities; or (iii) prior to the 20th day following the consummation of the Registered Exchange Offer (x) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer, (y) any Holder notifies the Company that it is not or was not eligible to participate in the Registered Exchange Offer or (z) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company that it will not or did not receive freely tradeable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (A) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being not “freely tradeable”; and (B) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not “freely tradeable”), the Issuers shall effect a Shelf Registration in accordance with Section 3(b) hereof.

(b) (i) The Issuers shall as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective under the Act within 120 days after so required or requested pursuant to this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii) The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders until the earliest of (x) the time when all the

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Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement can be sold pursuant to Rule 144 under the Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144 under the Act, (y) two years from the effective date of the Shelf Registration Statement (or until one year from the effective date of the Shelf Registration Statement if the Shelf Registration Statement is filed at the request of an Initial Purchaser) and (z) the date on which all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily takes any action that would reasonably be expected to result in Holders of Securities or Exchange Securities covered thereby not being able to offer and sell such Securities or Exchange Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by such Issuer in good faith and for valid business reasons (not including avoidance of its obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers thereafter comply with the requirements of Section 4(k) hereof, if applicable.

(iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply:

(a) The Issuers shall:

(i) furnish to each of you, not less than five Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use their reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as you reasonably propose;

(ii) in the case of an Exchange Offer Registration Statement, to the extent permitted by the Act, include the information set forth in Annex A hereto on the front cover of the Prospectus included in the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii) in the case of an Exchange Offer Registration Statement, if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and

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(iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities or Exchange Securities pursuant to the Shelf Registration Statement as selling security holders.

(b) The Issuers shall ensure that:

(i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act and the rules and regulations thereunder; and

(ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(c) The Issuers shall advise you, the Holders of Securities or Exchange Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to any Issuer a telephone or facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuers shall have remedied the basis for such suspension):

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by any Issuer of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

(v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d) The Issuers shall use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time.

(e) The Issuers shall furnish to each Holder of Securities or Exchange Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

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(f) The Issuers shall, during the Shelf Registration Period, deliver to each Holder of Securities or Exchange Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Issuers consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of securities in connection with the offering and sale of the securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Issuers shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h) The Issuers shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may reasonably request. The Issuers consent to the use of the Prospectus or any amendment or supplement thereto by the Initial Purchaser, any Exchanging Dealer and any such other Person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i) Prior to the Registered Exchange Offer or any other offering of Securities or Exchange Securities pursuant to any Registration Statement, the Issuers shall arrange, if necessary, for the qualification of the Securities or the Exchange Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and will maintain such qualification in effect so long as required; provided that in no event shall any Issuer be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject.

(j) The Issuers shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Exchange Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request.

(k) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Issuers shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to purchasers of the Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 hereof and the Shelf Registration Statement provided for in Section 3(b) hereof shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) hereof to and including the date when the Initial Purchasers, the Holders and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4.

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(l) Not later than the effective date of any Registration Statement, the Issuers shall provide CUSIP, ISIN and Common Code numbers for the Securities or the Exchange Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or Exchange Securities, in a form eligible for deposit with the common depository for Euroclear and Clearstream Banking.

(m) The Company shall comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act.

(n) The Issuers shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner.

(o) The Company may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such securities as the Company may from time to time reasonably require for inclusion in such Registration Statement. The Company may exclude from such Shelf Registration Statement the Securities or Exchange Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

(p) In the case of any Shelf Registration Statement, the Issuers shall enter into such and take all other appropriate actions (including if requested an underwriting agreement in customary form) in order to expedite or facilitate the registration or the disposition of the Securities or Exchange Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 6.

(q) In the case of any Shelf Registration Statement, the Issuers shall:

(i) make reasonably available for inspection by a representative for the Holders of Securities or Exchange Securities to be registered thereunder, which representative shall be selected by the Majority Holders, by the underwriters, if any, participating in any disposition pursuant to such Shelf Registration Statement, and by any attorney, accountant or other agent for the Holders retained by the Majority Holders or for the underwriters, if any, all relevant financial and other records, pertinent corporate documents and properties of each Issuer and its subsidiaries;

(ii) cause the officers, directors and employees of each Issuer to supply all relevant information reasonably requested by the representative for the Holders, by the underwriters, if any, or by any such attorney, accountant or agent in connection with any such Shelf Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by any Issuer, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders, the underwriters, if any, and any such attorney, accountant or agent, unless such disclosure is made in connection with a court

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proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality;

(iii) make such representations and warranties to the Holders of Securities or Exchange Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) obtain opinions of counsel to the Issuers (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any, addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(v) obtain “cold comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any Issuer or any subsidiary of any Issuer or of any business acquired by any Issuer for which financial statements and financial data are, or are required to be, included in the Shelf Registration Statement), addressed to each selling Holder of securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; and

(vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 4(q) shall be performed at (A) the effectiveness of such Shelf Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder.

(r) In the case of any Exchange Offer Registration Statement, upon the request of any Initial Purchaser, the Issuers shall:

(i) make reasonably available for inspection by the Initial Purchasers, and any attorney, accountant or other agent retained by the Initial Purchasers, all relevant financial and other records, pertinent corporate documents and properties of the Issuers and their respective subsidiaries;

(ii) cause the officers, directors and employees of each Issuer to supply all relevant information reasonably requested by any Initial Purchaser or any attorney, accountant or agent retained by the Initial Purchasers in connection with any such Exchange Offer Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by any Issuer, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Initial Purchaser or any

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such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality;

(iii) make such representations and warranties to the Initial Purchasers, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) obtain opinions of counsel to the Issuers (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Initial Purchasers and their counsel, addressed to the Initial Purchasers, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the Initial Purchasers or their counsel;

(v) obtain “cold comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any Issuer or any subsidiary of any Issuer or of any business acquired by any Issuer for which financial statements and financial data are, or are required to be, included in the Exchange Offer Registration Statement), addressed to the Initial Purchasers, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings, or if requested by the Initial Purchasers or their counsel in lieu of a “cold comfort” letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by the Initial Purchasers or their counsel; and

(vi) deliver such documents and certificates as may be reasonably requested by the Initial Purchasers or their counsel, including those to evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section 4(r) shall be performed at the close of the Registered Exchange Offer and the effective date of any post-effective amendment to the Exchange Offer Exchange Offer Registration Statement.

(s) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities, the Company shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the Exchange Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

(t) The Issuers will use their reasonable best efforts (i) if the Securities have been rated prior to the initial sale of such Securities, to confirm such ratings will apply to the Securities or the Exchange Securities, as the case may be, covered by a Exchange Offer Registration Statement; or (ii) if the Securities were not previously rated, to cause the Securities covered by a Registration Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by Majority Holders with respect to the related Registration Statement or by any Managing Underwriters.

(u) In the event that any Broker-Dealer shall underwrite any Securities or Exchange Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules of the National Association of Securities Dealers, Inc. (the “Conduct Rules”)) thereof, whether as a Holder or as an underwriter, a placement or sales

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agent or a broker or dealer in respect thereof, or otherwise, the Issuers shall assist such Broker-Dealer in complying with the requirements of such Conduct Rules, including, without limitation, by:

(i) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities or Exchange Securities;

(ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof; and

(iii) providing such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Conduct Rules.

(v) The Issuers shall use their reasonable best efforts to take all other steps necessary to effect the registration of the Securities or the Exchange Securities, as the case may be, covered by a Registration Statement.

5. Registration Expenses. The Issuers shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith.

6. Indemnification and Contribution. (a) The Issuers (other than the Company) jointly and severally agree, and the Company severally agrees, to indemnify and hold harmless each Holder of Securities or Exchange Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each person who controls any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuers will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein; provided, further, that with respect to any untrue statement or omission of material fact made in any preliminary Prospectus, the indemnity agreement contained in this Section 6 shall not inure to the benefit of any Holder from whom the Person asserting any such loss, claim, damage or liability purchased such Securities or Exchange Securities, as the case may

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be, to the extent that any such loss, claim, damage or liability of such Holder occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the Prospectus to such Holder, (x) delivery of the Prospectus was required by the Act to be made to such Person, (y) the untrue statement or omission of a material fact contained in the preliminary Prospectus was corrected in the Prospectus and (z) there was not sent or given to such Person, at or prior to the written confirmation of the sale of such securities to such Person, a copy of the Prospectus. This indemnity agreement will be in addition to any liability which the Issuers may otherwise have.

The Issuers (other than the Company) also jointly and severally agree, and the Company severally agrees, to indemnify or contribute as provided in Section 6(d) to Losses of each underwriter of Securities or Exchange Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof.

(b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally and not jointly agrees to indemnify and hold harmless the Issuers, each of their respective directors, each of their respective officers who signs such Registration Statement, and each person who controls any Issuer within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuers to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuers by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or

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threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. An indemnifying party shall not be liable under this Section 6 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party, which consent shall not be unreasonably withheld.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation (other than the Company, who shall have a several obligation) to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall the Initial Purchaser or any subsequent Holder of any Security or Exchange Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of an Exchange Security, applicable to the Security that was exchangeable into such Exchange Security, as set forth on the cover page of the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to the sum of (x) the total net proceeds from the Initial Placement (before deducting expenses) as set forth on the cover page of the Final Memorandum and (y) the total amount of additional interest which the Issuers were not required to pay as a result of registering the securities covered by the Registration Statement which resulted in such Losses. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or Exchange Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls any Issuer within the meaning of either the Act or the Exchange Act, each officer of any Issuer who shall have signed the Registration Statement and each director of any Issuer shall have the same rights to contribution as the Issuers, subject in each case to the applicable terms and conditions of this paragraph (d).

-15-

(e) The provisions of this Section 6 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Issuers or any of the officers, directors or controlling Persons referred to in this Section 6 hereof, and will survive the sale by a Holder of securities covered by a Registration Statement.

7. Underwritten Registrations. (a) If any of the Securities or Exchange Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders.

(b) No Person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such Person (i) agrees to sell such Person’s Securities or Exchange Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. No Inconsistent Agreements. No Issuer has, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

9. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of the Majority Holders; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers shall obtain the written consent of each Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or Exchange Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or Exchange Securities, as the case may be, being sold rather than registered under such Registration Statement.

10. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a) if to a Holder, at the most current address given by such holder to the Issuers in accordance with the provisions of this Section 10, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to Citigroup Global Markets Inc.;

(b) if to you, initially at the respective addresses set forth in the Purchase Agreement; and

(c) if to the Issuers, initially at their address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

-16-

The Initial Purchasers or the Issuers by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

11. Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including, without the need for an express assignment or any consent by the Issuers thereto, subsequent Holders of Securities and the Exchange Securities. The Issuers hereby agree to extend the benefits of this Agreement to any Holder of Securities or the Exchange Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

12. Counterparts. This Agreement may be in signed counterparts, each of which shall an original and all of which together shall constitute one and the same agreement.

13. Headings. The headings used herein are for convenience only and shall not affect the construction hereof.

14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

15. Severability. In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

16. Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuers or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

17. Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each Issuer (i) acknowledges that such Issuer has, by separate written instrument, irrevocably designated and appointed CT Corporation System (“CT”) (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Exchange Securities that may be instituted in any federal or state court in the State of New York or brought under Federal or state securities laws, and acknowledges that CT has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT and written notices of said service to such Issuer in accordance with Section 10 hereof shall be deemed effective service of process upon such Issuer in any such suit or proceeding. Each Issuer further agrees to take any reasonable action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT in full force and effect so long as any of the Securities shall be outstanding; provided, however, that such Issuer may, by written notice to the Representatives, designate such additional or alternative agent for service of process under this Section 17 that (i) maintains an office located in the Borough of Manhattan, City of New York in the State of New York and (ii) is either (x) counsel for such Issuer or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, City of New York, State of New York.

-17-

To the extent that any Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, each Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts.

The Issuers and the Initial Purchasers agree that 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. Nothing in this Section 17 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or its property in the courts of any other jurisdictions.

18. Judgment Currency. The Issuers, jointly and severally, agree to indemnify and hold harmless each Holder (including each Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as contemplated by Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each person who controls any such Holder within the meaning of either the Act or the Exchange Act against any loss incurred by such indemnified party as a result of any judgment or order being given or made in favor of such indemnified party for any amount due under this Agreement and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than euros, and as a result of any variation as between (i) the rate of exchange at which the euro amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which such indemnified party on the date of payment of such judgment or order is able to purchase euros with the amount of the Judgment Currency actually received by such indemnified party. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, euros.

-18-

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers.

Very truly yours,
Crown Holdings, Inc.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
Attest:
By:	/s/ Rose Haselroth
Name:	Rose Haselroth
Title:	Assistant Secretary
Crown European Holdings SA
By:	/s/ Howard Lomax
Name:	Howard Lomax
Title:	Director

GUARANTORS:

United States:

Central States Can Co. of Puerto Rico, Inc.

CROWN Americas, Inc.

CROWN Beverage Packaging Puerto Rico, Inc.

Crown Consultants, Inc.

Crown Cork & Seal Company (DE), LLC

Crown Cork & Seal Company, Inc.

Crown Financial Corporation

Crown Financial Management, Inc.

Crown International Holdings, Inc.

Crown New Delaware Holdings, Inc.

CROWN Packaging Technology, Inc.

Foreign Manufacturers Finance Corporation NWR, Inc.

Crown Beverage Packaging, Inc.

CROWN Cork & Seal USA, Inc.

CROWN Risdon USA, Inc.

CROWN Zeller USA, Inc.

Crown Holdings (PA), LLC

By	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Authorized Officer

Crown Cork & Seal Company (PA), Inc.
By	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	President

Belgium:
Crown Verpakking België NV
By	/s/ John Davidson
Name:	John Davidson
Title:	Attorney-In-Fact

Canada:
889273 Ontario Inc.
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
CROWN Risdon Canada Inc.
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
CROWN Zeller Plastic Closures Canada Inc.
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
Crown Canadian Holdings ULC
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
CROWN Metal Packaging Canada LP
by its general partner
Crown Metal Packaging Canada Inc.
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary

CROWN Metal Packaging Canada Inc.
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
3079939 Nova Scotia Company/
3079939 Compaignie De La Nouvelle Ecosse
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary

France:
CROWN Zeller France SAS
By	/s/ Howard Lomax
Name:	Howard Lomax
Title:	Director
Societe de Participations CarnaudMetalbox SAS
By	/s/ Howard Lomax
Name:	Howard Lomax
Title:	Director
CROWN Astra SAS
By	/s/ Howard Lomax
Name:	Howard Lomax
Title:	Director
CROWN Polyflex SAS
By	/s/ Howard Lomax
Name:	Howard Lomax
Title:	Director
CROWN Bevcan France SAS
By	/s/ Howard Lomax
Name:	Howard Lomax
Title:	Director

CROWN Emballage France SAS

By	/s/ Howard Lomax
Name:	Howard Lomax
Title:	Director
Crown Developpement SAS
By	/s/ Howard Lomax
Name:	Howard Lomax
Title:	Director

Germany:
CROWN Verpackungen Deutschland GmbH
By	/s/ Regine Platz
Name:	Regine Platz
Title:
Crown Bender GmbH
By	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN Nahrungsmitteldosen Deutschland GmbH
By	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN Verschlusse Deutschland GmbH
By	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN Specialty Packaging Deutschland GmbH
By	/s/ Regine Platz
Name:	Regine Platz
Title:

CROWN Nahrungsmitteldosen GmbH
By	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN Zeller Deutschland GmbH
By	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN Raku GmbH
By	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN Zeller Engineering GmbH
By	/s/ Regine Platz
Name:	Regine Platz
Title:
Crown Cork & Seal Deutschland
Holdings GmbH
By	/s/ Regine Platz
Name:	Regine Platz
Title:

Mexico:
CROWN Envases Mexico, S.A. de C.V.
By	/s/ Luis A. Ruiz Shelley
Name:	Luis A. Ruiz Shelley
Title:	Legal Representative
CROWN Zeller Mexico, S.A. de C.V.
By	/s/ Gerardo Orta Gutiérrez
Name:	Gerardo Orta Gutiérrez
Title:	Attorney-In-Fact
CROWN Mexican Holdings, S. de R.L. de C.V.
By	/s/ Luis A. Ruiz Shelley
Name:	Luis A. Ruiz Shelley
Title:	Legal Representative

Switzerland:
Crown Obrist AG (Switzerland)
By	/s/ John Davidson
Name:	John Davidson
Title:	Attorney-In-Fact
CROWN Vogel AG
By	/s/ John Davidson
Name:	John Davidson
Title:	Attorney-In-Fact

United Kingdom:
Crown UK Holdings Limited
By	/s/ John Davidson
Name:	John Davidson
Title:	Director
CarnaudMetalbox Overseas Limited
By	/s/ John Davidson
Name:	John Davidson
Title:	Attorney-In-Fact
Crown Cork & Seal Finance PLC
By	/s/ John Davidson
Name:	John Davidson
Title:	Attorney-In-Fact
CROWN Packaging UK PLC
By	/s/ John Davidson
Name:	John Davidson
Title:	Director

CROWN UCP plc
By	/s/ John Davidson
Name:	John Davidson
Title:	Director
CarnaudMetalbox Engineering PLC
By	/s/ John Davidson
Name:	John Davidson
Title:	Attorney-In-Fact
CROWN Massmould Ltd.
By	/s/ John Davidson
Name:	John Davidson
Title:	Attorney-In-Fact
CROWN Specialty Packaging UK plc
By	/s/ John Davidson
Name:	John Davidson
Title:	Director
CarnaudMetalbox Group UK Limited
By	/s/ John Davidson
Name:	John Davidson
Title:	Director

CROWN Aerosols UK Limited
By	/s/ John Davidson
Name:	John Davidson
Title:	Attorney-In-Fact

The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.

Citigroup Global Markets Inc.

Lehman Brothers Inc.

By:	Citigroup Global Markets Inc.
By	/s/ Whit Marshall
Name:	Whit Marshall
Title:	Director

For themselves and the other several Initial

Purchasers named in Schedule I to the

foregoing Agreement.

SCHEDULE I

Initial Purchasers:

Citigroup Global Markets Inc.

Lehman Brothers Inc.

ABN AMRO Incorporated

BNP Paribas

CALYON

ANNEX A

Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.”

ANNEX B

Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

ANNEX C

Plan of Distribution

Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until                     , 200    , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.

The Issuers will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act.

If applicable, add information required by Regulation S-K Items 507 and/or 508.

ANNEX D

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

              Name:

              Address:

If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

EX-4.J

Exhibit 4.j

CROWN EUROPEAN HOLDINGS SA

as Issuer

the Guarantors named herein

and

WELLS FARGO BANK, N.A.

as Trustee

INDENTURE

Dated as of September 1, 2004

6 ¹/4% First Priority Senior Secured Notes due 2011

CROSS-REFERENCE TABLE

TIA Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	N.A.
	(b)	7.08; 7.10; 12.02
	(b)(1)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.07
	(b)	12.03
	(c)	12.03
313	(a)	7.06
	(b)(1)	11.08
	(b)(2)	7.06
	(c)	7.06; 12.02
	(d)	7.06
314	(a)	4.06; 4.17; 12.02
	(b)	11.02
	(c)(1)	12.04
	(c)(2)	12.04
	(c)(3)	N.A.
	(d)	11.08
	(e)	12.05
	(f)	N.A.
315	(a)	7.01(b)
	(b)	7.05; 12.02
	(c)	7.01(a)
	(d)	7.01(c)
	(e)	6.12
316	(a) (last sentence)	2.11
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.08
	(c)	8.04
317	(a)(1)	6.09
	(a)(2)	6.10
	(b)	2.06; 7.12
318	(a)	12.01

N.A. means Not Applicable

Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS

		Page
ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	Definitions.	1
SECTION 1.02.	Incorporation by Reference of Trust Indenture Act.	36
SECTION 1.03.	Rules of Construction.	37
ARTICLE TWO
THE SECURITIES
SECTION 2.01.	Amount of Notes.	37
SECTION 2.02.	Reserved.	38
SECTION 2.03.	Form and Dating; Legends.	38
SECTION 2.04.	Execution and Authentication.	38
SECTION 2.05.	Registrar and Paying Agent.	39
SECTION 2.06.	Paying Agent To Hold Money in Trust.	40
SECTION 2.07.	Noteholder Lists.	40
SECTION 2.08.	Transfer and Exchange.	40
SECTION 2.09.	Replacement Notes.	41
SECTION 2.10.	Outstanding Notes.	41
SECTION 2.11.	Treasury Notes.	42
SECTION 2.12.	Temporary Notes.	42
SECTION 2.13.	Cancellation.	42
SECTION 2.14.	Defaulted Interest.	42
SECTION 2.15.	CUSIP, ISIN and Common Code Numbers.	43
SECTION 2.16.	Deposit of Moneys.	43
SECTION 2.17.	Book-Entry Provisions for Global Notes.	43
SECTION 2.18.	Transfer and Exchange of Notes.	45
SECTION 2.19.	Computation of Interest.	51
ARTICLE THREE
REDEMPTION
SECTION 3.01.	Election To Redeem; Notices to Trustee.	51
SECTION 3.02.	Selection by Trustee of Notes To Be Redeemed.	52
SECTION 3.03.	Notice of Redemption.	52
SECTION 3.04.	Effect of Notice of Redemption.	53
SECTION 3.05.	Deposit of Redemption Price.	53
SECTION 3.06.	Notes Redeemed in Part.	53

-i-

		Page
ARTICLE FOUR
COVENANTS
SECTION 4.01.	Payment of Notes.	54
SECTION 4.02.	Maintenance of Office or Agency.	54
SECTION 4.03.	Legal Existence.	54
SECTION 4.04.	Maintenance of Properties; Insurance; Compliance with Law.	55
SECTION 4.05.	Waiver of Stay, Extension or Usury Laws.	55
SECTION 4.06.	Compliance Certificate.	56
SECTION 4.07.	Taxes.	56
SECTION 4.08.	Repurchase at the Option of Holders upon Change of Control.	56
SECTION 4.09.	Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock.	59
SECTION 4.10.	Limitation on Restricted Payments.	62
SECTION 4.11.	Limitation on Liens.	66
SECTION 4.12.	Limitation on Asset Sales.	66
SECTION 4.13.	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.	71
SECTION 4.14.	Limitation on Transactions with Affiliates.	73
SECTION 4.15.	Limitation on Sale and Leaseback Transactions.	75
SECTION 4.16.	Payment of Additional Amounts.	75
SECTION 4.17.	Reports to Holders.	77
SECTION 4.18.	Limitation on Creation of Subsidiaries.	78
SECTION 4.19.	Termination of Certain Covenants in Event of Investment Grade Rating.	79
ARTICLE FIVE
SUCCESSOR CORPORATION
SECTION 5.01.	Consolidation, Merger and Sale of Assets.	80
SECTION 5.02.	Successor Person Substituted.	82
ARTICLE SIX
DEFAULTS AND REMEDIES
SECTION 6.01.	Events of Default.	83
SECTION 6.02.	Acceleration of Maturity; Rescission.	85
SECTION 6.03.	Other Remedies.	86
SECTION 6.04.	Waiver of Existing Defaults and Events of Default.	86
SECTION 6.05.	Control by Majority.	86
SECTION 6.06.	Limitation on Suits.	87
SECTION 6.07.	No Personal Liability of Directors, Officers, Employees and Stockholders.	87

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		Page
SECTION 6.08.	Rights of Holders To Receive Payment.	87
SECTION 6.09.	Collection Suit by Trustee.	88
SECTION 6.10.	Trustee May File Proofs of Claim.	88
SECTION 6.11.	Priorities.	88
SECTION 6.12.	Undertaking for Costs.	89
ARTICLE SEVEN
TRUSTEE
SECTION 7.01.	Duties of Trustee.	89
SECTION 7.02.	Rights of Trustee.	91
SECTION 7.03.	Individual Rights of Trustee.	91
SECTION 7.04.	Trustee’s Disclaimer.	91
SECTION 7.05.	Notice of Defaults.	92
SECTION 7.06.	Reports by Trustee to Holders.	92
SECTION 7.07.	Compensation and Indemnity.	92
SECTION 7.08.	Replacement of Trustee.	93
SECTION 7.09.	Successor Trustee by Consolidation, Merger, etc.	94
SECTION 7.10.	Eligibility; Disqualification.	94
SECTION 7.11.	Preferential Collection of Claims Against Company.	95
SECTION 7.12.	Paying Agents.	95
ARTICLE EIGHT
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 8.01.	Without Consent of Noteholders.	95
SECTION 8.02.	With Consent of Noteholders.	96
SECTION 8.03.	Compliance with Trust Indenture Act.	98
SECTION 8.04.	Revocation and Effect of Consents.	98
SECTION 8.05.	Notation on or Exchange of Notes.	99
SECTION 8.06.	Trustee To Sign Amendments, etc.	99
ARTICLE NINE
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 9.01.	Discharge of Indenture.	99
SECTION 9.02.	Legal Defeasance.	100
SECTION 9.03.	Covenant Defeasance.	101
SECTION 9.04.	Conditions to Defeasance or Covenant Defeasance.	101
SECTION 9.05.	Deposited Money and EU Government Obligations To Be Held in Trust.	103
SECTION 9.06.	Reinstatement.	103
SECTION 9.07.	Moneys Held by Paying Agent.	103
SECTION 9.08.	Moneys Held by Trustee.	104

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		Page
ARTICLE TEN
GUARANTEE OF SECURITIES
SECTION 10.01.	Guarantee.	104
SECTION 10.02.	Execution and Delivery of Note Guarantee.	105
SECTION 10.03.	Release of Guarantors.	106
SECTION 10.04.	Waiver of Subrogation.	107
SECTION 10.05.	Notice to Trustee.	107
SECTION 10.06.	Limitation on Guarantor’s Liability.	108
ARTICLE ELEVEN
SECURITY DOCUMENTS; PROCEEDS SHARING AGREEMENT
SECTION 11.01.	Security Documents.	110
SECTION 11.02.	Recordings and Opinions.	111
SECTION 11.03.	Possession, Use and Release of Collateral.	112
SECTION 11.04.	Suits To Protect Collateral.	113
SECTION 11.05.	Purchaser Protected.	113
SECTION 11.06.	Powers Exercisable by Receiver or Trustee.	113
SECTION 11.07.	Determinations Relating to Collateral.	114
SECTION 11.08.	Certificates of the Company and the Guarantors.	114
SECTION 11.09.	Certificates of the Trustee.	114
SECTION 11.10.	Termination of Security Interest.	115
SECTION 11.11.	Euro Collateral Agent as Joint Creditor.	115
SECTION 11.12.	Matters Relating to Proceeds Sharing Agreement.	115
ARTICLE TWELVE
MISCELLANEOUS
SECTION 12.01.	Trust Indenture Act Controls.	117
SECTION 12.02.	Notices.	118
SECTION 12.03.	Communications by Holders with Other Holders.	119
SECTION 12.04.	Certificate and Opinion as to Conditions Precedent.	119
SECTION 12.05.	Statements Required in Certificate and Opinion.	119
SECTION 12.06.	Rules by Trustee and Agents.	120
SECTION 12.07.	Business Days; Legal Holidays.	120
SECTION 12.08.	Governing Law.	120
SECTION 12.09.	No Adverse Interpretation of Other Agreements.	120
SECTION 12.10.	Successors.	120
SECTION 12.11.	Multiple Counterparts.	121
SECTION 12.12.	Table of Contents, Headings, etc.	121

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SECTION 12.13.	Separability.	121
SECTION 12.14.	Agent for Service; Submission to Jurisdiction; Waiver of Immunities.	121
SECTION 12.15.	Currency of Account; Conversion of Currency; Foreign Exchange Restrictions.	122
SIGNATURES		S-1

EXHIBITS

Exhibit A-1.	Form of Restricted Note	A-1-1
Exhibit A-2.	Form of Unrestricted Note	A-2-1
Exhibit B.	Form of Private Placement Legend	B-1
Exhibit C.	Form of Legend for Global Note	C-1
Exhibit D.	Form of Certificate of Transfer	D-1
Exhibit E.	Form of Certificate of Exchange	E-1
Exhibit F.	Form of Certificate from Acquiring Institutional Accredited Investor	F-1
Exhibit G.	Form of Note Guarantee	G-1
Exhibit H.	Form of Euro Intercreditor Agreement	H-1
Exhibit I.	Form of Proceeds Sharing Agreement	I-1
Exhibit J.	Form of Shared Pledge Agreement	J-1
Exhibit K.	Form of U.S. Intercreditor Agreement	K-1
Exhibit L.	Form of U.S. Security Agreement	L-1
Exhibit M.	Form of CEH Pledge Agreement	M-1

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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”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“Accounts Receivable Subsidiary” means a Subsidiary of Parent:

(1) that is formed solely for the purpose of, and that engages in no activities other than activities in connection with, financing accounts receivable of Parent and/or its Restricted Subsidiaries;

(2) that is designated by the Board of Directors of Parent as an Accounts Receivable Subsidiary pursuant to a Board of Directors resolution set forth in an Officers’ Certificate and delivered to the Trustee;

(3) that has total assets at the time of such creation and designation with a book value of $10,000 or less;

(4) no portion of the Indebtedness or any other obligation (contingent or otherwise) of which (a) is at any time Guaranteed by Parent or any Restricted Subsidiary of Parent (excluding Guarantees of obligations (other than any Guarantee of Indebtedness) pursuant to Standard Securitization Undertakings), (b) is at any time recourse to or obligates Parent or any Restricted Subsidiary of Parent in any way, other than pursuant to Standard Securitization Undertakings, or (c) subjects any asset of Parent or any other Restricted Subsidiary of Parent, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings (such Indebtedness, “Non-Recourse Accounts Receivable Subsidiary Indebtedness”);

(5) with which neither Parent nor any Restricted Subsidiary of Parent has any material contract, agreement, arrangement or understanding other than contracts, agreements, arrangements and understandings entered into in the ordinary course of business on terms no less favorable to Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Parent in connection with a Qualified Receivables Transaction and fees payable in the ordinary course of business in connection with servicing accounts receivable in connection with such a Qualified Receivables Transaction; and

(6) with respect to which neither Parent nor any Restricted Subsidiary of Parent has any obligation (a) to subscribe for additional shares of Capital Stock or other

Equity Interests therein or make any additional capital contribution or similar payment or transfer thereto or (b) to maintain or preserve the solvency or any balance sheet term, financial condition, level of income or results of operations thereof.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person merges with or into or becomes a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Amounts” has the meaning set forth in Section 4.16.

“Additional Bank Collateral” has the meaning set forth in the Intercreditor Agreements.

“Additional Euro Stock Collateral” has the meaning set forth in the Euro Inter-creditor Agreement.

“Additional Notes” has the meaning set forth in Section 2.01.

“Additional Pari Passu First Priority Indebtedness” means Pari Passu Indebtedness incurred in compliance with the terms of this Indenture (other than Indebtedness owed to a Subsidiary or Affiliate of Parent) which Indebtedness is secured by a first priority Lien pursuant to clause (1) of the definition of “Permitted Collateral Liens” on all or any portion of the Collateral to the extent and in the manner provided for in this Indenture and the Security Documents, as such Indebtedness may be amended or refinanced from time to time.

“Additional Pari Passu Second Priority Indebtedness” means Pari Passu Indebtedness incurred in compliance with the terms of this Indenture (other than Indebtedness owed to a Subsidiary or Affiliate of Parent), as the case may be, which Indebtedness is secured by a second priority Lien pursuant to clause (2)(b) of the definition of “Permitted Collateral Liens” on all or any portion of the Collateral to the extent and in the manner provided for in this Indenture and the Security Documents, as such Indebtedness may be amended or refinanced from time to time.

“Additional Pari Passu Third Priority Indebtedness” means Pari Passu Indebtedness incurred in compliance with the terms of this Indenture (other than Indebtedness owed to a Subsidiary or Affiliate of Parent), as the case may be, which Indebtedness is secured by a third priority Lien pursuant to clause (2)(d) of the definition of “Permitted Collateral Liens” on all or any portion of the Collateral to the extent and in the manner provided for in this Indenture and the Security Documents, as such Indebtedness may be amended or refinanced from time to time.

“Additional Second Priority Notes” means Second Priority Notes issued after the Issue Date under the Second Priority Notes Indenture.

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“Additional Subsidiary Borrower Collateral” has the meaning set forth in the Euro Intercreditor Agreement.

“Additional Third Priority Notes” means Third Priority Notes issued after the Issue Date under the Third Priority Notes Indenture.

“Additional U.S. Stock Collateral” means the Capital Stock of each Subsidiary of Parent that constitutes Additional Bank Collateral.

“Adjusted Net Assets” has the meaning set forth in Section 10.06.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. No Person (other than Parent or any Subsidiary of Parent) in whom an Accounts Receivable Subsidiary makes an Investment in connection with a financing of accounts receivable will be deemed to be an Affiliate of Parent or any of its Subsidiaries solely by reason of such Investment.

“Affiliate Transaction” has the meaning set forth in Section 4.14.

“Agent” means any Registrar, Paying Agent or agent for service or notices and demands.

“Agent Members” has the meaning set forth in Section 2.17.

“amend” means to amend, supplement, restate, amend and restate or otherwise modify; and “amendment” shall have a correlative meaning.

“Applicable Treasury Rate” for any Redemption Date, means the yield to maturity at the time of computation of direct obligations of the Federal Republic of Germany with a constant maturity most nearly equal to the period from the applicable Make-Whole Redemption Date of such Notes to September 1, 2011; provided, however, that if the period from the Make-Whole Redemption Date to September 1, 2011 is not equal to the constant maturity of a direct obligation of the Federal Republic of Germany for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of direct obligations of the Federal Republic of Germany for which such yields are given except that if the period from the Make-Whole Redemption Date to September 1, 2011 is less than one year, the weekly average yield on actually traded direct obligations of the Federal Republic of Germany adjusted to a constant maturity of one year shall be used.

“asset” means any asset or property, whether real, personal or mixed, tangible or intangible.

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“Asset Sale” means:

(1) the Transfer by Parent or any Restricted Subsidiary of any property or assets (provided that the Transfer of all or substantially all of the assets of Parent, Crown or the Company and their respective Restricted Subsidiaries, taken as a whole, will be governed by the applicable provisions of Article Five and not by the provisions of Section 4.12); and

(2) the issue or sale by Parent or any of its Restricted Subsidiaries of Equity Interests of any of Parent’s Restricted Subsidiaries.

Notwithstanding the foregoing, the following will not be deemed to be Asset Sales:

(1) sales of inventory in the ordinary course of business;

(2) sales of accounts receivable to the Accounts Receivable Subsidiary pursuant to a Qualified Receivables Transaction for the Fair Market Value thereof, including cash in an amount at least equal to 75% of the Fair Market Value thereof;

(3) any transfer of accounts receivable, or a fractional undivided interest therein, by an Accounts Receivable Subsidiary in a Qualified Receivables Transaction;

(4) any Transfer of assets (including, without limitation, Equity Interests of any Subsidiary) in a single transaction or a series of related transactions for which Parent and its Restricted Subsidiaries receive aggregate consideration or which assets have a Fair Market Value of less than $10,000,000;

(5) a Transfer of assets by Parent to a Restricted Subsidiary (or to a Person that becomes a Restricted Subsidiary upon the consummation of such Transfer) or by a Restricted Subsidiary to Parent or to another Restricted Subsidiary (or to a Person that becomes a Restricted Subsidiary upon the consummation of such Transfer);

(6) an issuance of Equity Interests by a Restricted Subsidiary to Parent or to another Restricted Subsidiary;

(7) a Restricted Payment that is permitted by Section 4.10 or any Permitted Investment;

(8) the sale or disposition of cash or Cash Equivalents;

(9) any exchange of like property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended;

(10) the creation of Liens otherwise permitted under this Indenture, including, without limitation, a pledge of assets otherwise permitted by this Indenture;

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(11) the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations thereof and other similar intellectual property; and

(12) the sale or disposition of obsolete, damaged or worn out assets or assets no longer used or useful, in each case in the ordinary course of business.

“Asset Sale Offer” has the meaning set forth in Section 4.12.

“Asset Sale Offer Payment Date” has the meaning set forth in Section 4.12.

“Asset Sale Offer Trigger Date” has the meaning set forth in Section 4.12.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).

“Bank Agents” means the Persons acting as the duly authorized representatives of the Lenders pursuant to the New Credit Facility.

“Bank Collateral” means, collectively, all of the property and assets, including without limitation, the U.S. Collateral and the Euro Collateral, that are from time to time subject to or are required to be subject to the Liens of the New Credit Facility and the security documents relating thereto (including, without limitation, the Security Documents).

“Bank Indebtedness” means Indebtedness of Parent and/or any one or more of its Restricted Subsidiaries (including, without limitation, the Company) that is incurred or borrowed under any loan, credit or similar borrowing agreement, facility or arrangement, whether constituting term loan borrowings, revolving borrowings, letters of credit, swing line or other similar borrowings, the proceeds of which are used, in whole or in part, for working capital or other corporate purposes, but excluding (i) Capital Lease Obligations and (ii) Indebtedness represented by one or more “securities” (as such term is defined in the Securities Act) which are issued in a capital markets transaction (whether pursuant to a registration statement under the Securities Act or any available exemption from the registration requirements thereof).

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar federal, state, local or foreign law for the relief of debtors.

“Base Currency” has the meaning set forth in Section 12.15.

“Belgian Guarantor” has the meaning set forth in Section 10.06.

“Board of Directors” means, with respect to any Person, the board of directors or comparable governing body of such Person.

“Business Day” has the meaning set forth in Section 12.07.

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“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be so required to be capitalized on the balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; and

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited).

“Cash Equivalents” means:

(1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or any member state of the European Union (as it exists on the Issue Date) or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States of America or such member state of the European Union, in each case maturing within one year from the date of acquisition thereof;

(2) marketable direct obligations issued by any State of the United States of America or any political subdivision of any such State or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

(3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s;

(4) time deposits, demand deposits, certificates of deposit, Eurodollar time deposits or bankers’ acceptances maturing within one year from the date of acquisition thereof or overnight bank deposits, in each case, issued by any bank organized under the laws of any member state of the European Union (as it exists on the Issue Date), the United States of America or any State thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000;

(5) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and

(6) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

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“CEH Pledge Agreement” means the first amended and restated CEH Pledge Agreement in the form of Exhibit M hereto dated as September 1, 2004 between the Company and Citicorp Trustee Company Limited, as Euro Collateral Agent, as amended from time to time.

“Change of Control” means the occurrence of any of the following:

(1) any Transfer (other than by way of merger or consolidation) of all or substantially all of the assets of Parent and its Subsidiaries taken as a whole to any “person” (as defined in Section 13(d) of the Exchange Act) or “group” (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than any Transfer to Parent or one or more Restricted Subsidiaries of Parent;

(2) the adoption of a plan for the liquidation or dissolution of Parent or the Company (other than in a transaction that complies with Article Five);

(3) Parent consolidates with, or merges with or into, another “person” (as defined above) or “group” (as defined above) in a transaction or series of related transactions in which the Voting Stock of Parent is converted into or exchanged for cash, securities or other assets, other than any transaction where (a) the outstanding Voting Stock of Parent is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee corporation and (b) the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the outstanding Voting Stock of Parent immediately prior to such transaction own beneficially, directly or indirectly through one or more Subsidiaries, not less than a majority of the voting power of the total outstanding Voting Stock of the surviving or transferee corporation immediately after such transaction;

(4) the consummation of any transaction or series of related transactions (including, without limitation, by way of merger or consolidation), the result of which is that any “person” (as defined above) or “group” (as defined above) becomes, directly or indirectly, the “beneficial owner” (as defined above) of more than 50% of the voting power of the Voting Stock of Parent;

(5) during any consecutive two-year period, the first day on which a majority of the members of the Board of Directors of Parent who were members of the Board of Directors of Parent at the beginning of such period are not Continuing Directors; or

(6) the first day on which Parent fails to own, either directly or indirectly through one or more Wholly Owned Restricted Subsidiaries, 100% of the issued and outstanding Equity Interests of Crown or the Company.

“Change of Control Offer” has the meaning set forth in Section 4.08.

“Change of Control Payment” has the meaning set forth in Section 4.08.

“Change of Control Payment Date” has the meaning set forth in Section 4.08.

“Clearstream” means Clearstream Banking, S.A.

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“Collateral” means, collectively, all of the property and assets that are from time to time subject to or are required to be subject to the Lien of this Indenture and the Security Documents, which shall at all times include the Bank Collateral other than the Additional Bank Collateral.

“Collateral Agents” means the parties named as collateral agents in the Security Documents, in each case until a successor replaces it pursuant to the applicable Security Document and thereafter means the successor.

“Commission” means the United States Securities and Exchange Commission.

“Common Depository” means JPMorgan Chase Bank, London Branch, as common depository for Euroclear and Clearstream or another Person designated as common depository by the Company, which Person must be a clearing agency registered under the Exchange Act.

“Company” means the party named as such in the preamble to this Indenture until a successor party replaces such party pursuant to Article Five of this Indenture and thereafter means the successor.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, plus, to the extent deducted in computing Consolidated Net Income:

(1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period;

(2) Consolidated Interest Expense of such Person for such period; and

(3) depreciation and amortization (including amortization of goodwill and other intangibles) and all other non-cash charges (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period,

in each case, on a consolidated basis determined in accordance with GAAP. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash charges of, a Restricted Subsidiary of a Person shall be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent (and in the same proportion) that the net income or loss of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person.

“Consolidated Interest Expense” means, with respect to any Person for any period, the interest expense of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP (including amortization of original issue discount and deferred financing costs, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, capitalized interest, net payments, if any, pursuant to Hedging Obligations and imputed interest with respect to Attributable Debt).

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“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the net income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the net income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid to the referent Person or (subject to clause (4) below) a Restricted Subsidiary thereof in cash;

(2) the net income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded;

(3) the cumulative effect of a change in accounting principles shall be excluded;

(4) the net income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, law, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(5) in the case of a successor to such Person by consolidation or merger or as a transferee of such Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets shall be excluded;

(6) any net gain or loss resulting from an Asset Sale by the Person in question or any of its Restricted Subsidiaries other than in the ordinary course of business shall be excluded; and

(7) extraordinary gains and losses shall be excluded.

“Consolidated Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense (to the extent included in said aggregate amount of assets) and other like intangibles, all as set forth in the most recent consolidated balance sheet of Parent and its Restricted Subsidiaries and computed in accordance with GAAP. Consolidated Tangible Assets shall be calculated after giving effect to the transaction giving rise to the need to calculate Consolidated Tangible Assets.

“Constar” means Constar International Inc., a Delaware corporation, and its successors and assigns.

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“Constar Agreements” means each of the agreements entered into between Crown and Constar in connection with its initial public offering, as such agreements are in effect on the Issue Date.

“Contested Collateral Lien Conditions” means the following conditions:

(1) any proceeding instituted contesting such Lien shall conclusively operate to stay the sale or forfeiture of any portion of the Collateral on account of such Lien; and

(2) in the event the amount of any such Lien shall exceed $5,000,000, at the option and upon request of the applicable Collateral Agent, Parent or the applicable Restricted Subsidiary shall maintain cash reserves in an amount sufficient to pay and discharge such Lien and the Collateral Agent’s reasonable estimate of all interest and penalties related thereto.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the relevant Person who:

(1) was a member of such Board of Directors on the Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office as of the date hereof is listed in Section 12.02.

“Covenant Defeasance” has the meaning set forth in Section 9.03.

“Covered Debt” has the meaning set forth in the Proceeds Sharing Agreement.

“Credit Facilities” means one or more debt facilities (including, without limitation, the New Credit Facility) or commercial paper facilities, in each case with banks or other lenders providing for revolving credit loans, term loans, notes or letters of credit, in each case as any such agreement may be amended or refinanced, including any agreement(s) extending the maturity of or refinancing (including increasing the amount of available borrowings thereunder (provided that such increase in borrowings is permitted by Section 4.09) or adding Parent or Subsidiaries of Parent as borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement(s) or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders or creditor or group of creditors.

“Crown” means Crown Cork & Seal Company, Inc., a Pennsylvania corporation, until a successor replaces such party pursuant to Article Five of this Indenture.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

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“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, except to the extent such capital stock is exchangeable into Indebtedness at the option of the issuer thereof and only subject to the terms of any debt instrument to which such issuer is a party), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, or convertible or exchangeable into Indebtedness on or prior to the Maturity Date; provided, however, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Parent or a Restricted Subsidiary to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Parent or such Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.10.

“Domestic Subsidiary” means a Restricted Subsidiary of Parent which is organized under the laws of the United States or any State thereof or the District of Columbia.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of common stock (other than Disqualified Stock) of Parent (other than public offerings pursuant to Form S-8 or otherwise relating to Equity Interests issuable under any employee benefit plan of Parent).

“EU Government Obligations” means marketable direct obligations issued by, or unconditionally guaranteed by, any member state of the European Union (as it exists on the Issue Date) or issued by any agency or instrumentality thereof and backed by the full faith and credit of such member state of the European Union that, in each case, mature within one year from the date of acquisition thereof and are not callable or redeemable at the option of the issuer thereof.

“Euro Collateral” has the meaning set forth in the Euro Intercreditor Agreement.

“Euro Collateral Agent” means the party named as Euro collateral agent in the applicable Security Documents, in each case until a successor replaces it pursuant to the applicable Security Document and thereafter means the successor.

“Euro Currency Equivalent” means, with respect to any monetary amount in a currency other than Euros, at any time for the determination thereof, the amount of Euros obtained by converting such foreign currency involved in such computation into Euros at the spot rate for the purchase of Euros with the applicable foreign currency as quoted by Reuters at approximately 10:00 A.M. (New York time) on the date not more than two Business Days prior to such determination.

“Euro Intercreditor Agreement” means the first amended and restated Euro Intercreditor and Collateral Agency Agreement in the form of Exhibit H hereto dated as of September 1, 2004 among the Secured Parties named therein, Citicorp Trustee Company Limited, as Euro

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Collateral Agent, the Company and its Subsidiaries named therein, and the other persons who may become parties thereto from time to time pursuant to and in accordance with the terms thereof, as amended from time to time.

“Euroclear” means Euroclear Bank S.A./N.V.

“Event of Default” has the meaning set forth in Section 6.01.

“Excess Proceeds” has the meaning set forth in Section 4.12.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Notes” means debt securities of the Company with terms substantially identical to the Notes issued in exchange for an equal principal amount of Notes pursuant to an exchange offer registered under the Securities Act in accordance with the terms of the Registration Rights Agreement.

“Excluded Securities” means, collectively, the Additional U.S. Stock Collateral, the Additional Euro Stock Collateral and, to the extent it constitutes a “security” within the meaning of the Securities Act, the Additional Subsidiary Borrower Collateral.

“Existing Indebtedness” means Indebtedness of Parent and its Restricted Subsidiaries in existence on the Issue Date after giving effect to the intended use of proceeds from the issuance of the Notes, until such amounts are repaid.

“Existing Second Priority Notes” means (a) $1,085,000,000 aggregate principal amount of 9 ¹/2% Second Priority Senior Secured Notes due 2011 of the Company issued on the 2003 Secured Notes Issue Date under the Second Priority Notes Indenture and (b) €285,000,000 aggregate principal amount of 10 ¹/4% Second Priority Senior Notes due 2011 of the Company issued on the 2003 Secured Notes Issue Date under the Second Priority Notes Indenture.

“Existing Secured Notes” means, collectively, the Second Priority Notes and the Third Priority Notes.

“Existing Third Priority Notes” means $725,000,000 aggregate principal amount of 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of the Company issued on the 2003 Secured Notes Issue Date under the Third Priority Notes Indenture.

“Existing Unsecured Notes” means each of the following to the extent outstanding on the Issue Date:

(1) $300,000,000 original principal amount of 8 ³/8% Notes due 2005 of Crown issued under the 1995 Indenture;

(2) $200,000,000 original principal amount of 8% Debentures due 2023 of Crown issued under the 1993 Indenture;

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(3) $350,000,000 original principal amount of 7 ³/8% Debentures due 2026 of Crown issued under the 1996 Indenture;

(4) $150,000,000 original principal amount of 7 ¹/2% Debentures due 2096 of Crown issued under the 1996 Indenture;

(5) $300,000,000 original principal amount of 7% Notes due 2006 of Crown Cork & Seal Finance PLC issued under the 1996 Indenture; and

(6) €300,000,000 original principal amount of 6% Senior Notes due 2004 of Crown Finance S.A. issued under the Fiscal and Paying Agency Agreement dated as of December 6, 1999 among Parent, Crown Finance S.A. and Citibank, N.A. as paying agent (the “Existing Crown Finance S.A. Euro Notes”).

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such asset) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by management of Parent or by the Board of Directors of Parent or a duly authorized committee thereof. Fair Market Value (other than of any asset with a public trading market) in excess of $10,000,000 shall be determined by the Board of Directors of Parent acting reasonably and in good faith and shall be evidenced by a board resolution delivered to the Trustee.

“First Priority Indebtedness Leverage Ratio” as of any date of determination means the ratio of (a) the aggregate outstanding amount of Pari Passu First Priority Indebtedness of Parent and its Restricted Subsidiaries as of the date of calculation (the “Transaction Date”) on a consolidated basis determined in accordance with GAAP to (b) the aggregate amount of Consolidated EBITDA (calculated in accordance with the definition of “Fixed Charge Coverage Ratio”) for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available.

“Fixed Charge Coverage Ratio” as of any date of determination means the ratio of (a) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available to (b) Fixed Charges for such four fiscal quarters; provided that:

(1) if Parent or any Restricted Subsidiary has (y) incurred any Indebtedness or issued Preferred Stock since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio is an incurrence of Indebtedness or issuance of Preferred Stock or both, Consolidated EBITDA and Fixed Charges for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness or Preferred Stock (and the application of the proceeds thereof) as if the incurrence of such Indebtedness or issuance of such Preferred Stock (and the application of the proceeds thereof) had occurred on the first day of such period or (z) repaid, retired, repurchased or redeemed any Indebtedness or Preferred Stock of Parent or any Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Fixed Charges for such period shall be

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calculated after giving effect on a pro forma basis to the repayment, retirement, repurchase or redemption of such Indebtedness or Preferred Stock as if such Indebtedness or Preferred Stock had been repaid, retired, repurchased or redeemed on the first day of such period (except that, in the case of Indebtedness used to finance working capital needs incurred under a revolving credit facility or similar arrangement, the amount thereof shall be deemed to be the average daily balance of such Indebtedness during such four fiscal quarter period);

(2) if since the beginning of such period Parent or any Restricted Subsidiary shall have Transferred any assets outside the ordinary course of business, the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such Transfer for such period, or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period, and Fixed Charges for such period shall be reduced by an amount equal to the Fixed Charges directly attributable to any Indebtedness or Preferred Stock of Parent or any Restricted Subsidiary repaid, repurchased, defeased, assumed by a third person (to the extent Parent and its Restricted Subsidiaries are no longer liable for such Indebtedness or Preferred Stock) or otherwise discharged with respect to Parent and its continuing Restricted Subsidiaries in connection with such Transfer for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Fixed Charges for such period directly attributable to the Indebtedness or Preferred Stock of such Restricted Subsidiary to the extent Parent and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness or Preferred Stock after such sale);

(3) if since the beginning of such period Parent or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, which acquisition constitutes all or substantially all of an operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction requiring a calculation to be made hereunder, Consolidated EBITDA and Fixed Charges for such period shall be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness or issuance of Preferred Stock) as if such Investment or acquisition occurred on the first day of such period;

(4) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into Parent or any Restricted Subsidiary since the beginning of such period) shall have made any Transfer of assets outside the ordinary course of business, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or clause (3) above if made by Parent or a Restricted Subsidiary during such period, Consolidated EBITDA and Fixed Charges for such period shall be calculated after giving pro forma effect thereto as if such Transfer, Investment or acquisition occurred on the first day of such period; and

(5) if during the beginning of such period Parent or any Restricted Subsidiary shall have identified any operations as discontinued operations, as determined in accordance with GAAP, the Consolidated EBITDA for such period shall be reduced by an

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amount equal to the Consolidated EBITDA (if positive) directly attributable to such discontinued operations or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto.

For purposes of this definition, whenever pro forma effect is to be given to any Investment, acquisition or Transfer of assets, the amount of income, earnings or expense relating thereto and the amount of Fixed Charges associated with any Indebtedness or Preferred Stock incurred in connection therewith, the pro forma calculations shall be prepared in accordance with Regulation S-X promulgated by the Commission. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligations have a remaining term in excess of 12 months).

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) the Consolidated Interest Expense of such Person for such period;

(2) any interest expense on Indebtedness of another Person that is (a) Guaranteed by the referent Person or one of its Restricted Subsidiaries (whether or not such Guarantee is called upon) or (b) secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Lien is called upon); provided that with respect to clause (2)(b), the amount of Indebtedness (and attributable interest expense) shall be equal to the lesser of (x) the principal amount of the Indebtedness secured by the assets of such Person or one of its Restricted Subsidiaries and (y) the Fair Market Value of the assets securing such Indebtedness; and

(3) the product of (a) all cash dividend payments (and non-cash dividend payments in the case of a Person that is a Restricted Subsidiary) on any series of Preferred Stock of such Person, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal,

in each case, on a consolidated basis and in accordance with GAAP.

“French Guarantor” has the meaning set forth in Section 10.06.

“Future Guarantor” has the meaning set forth in Section 10.06.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect on the 2003 Secured Notes Issue Date.

“German Guarantor” has the meaning set forth in Section 10.06.

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“Global Note Legend” means the legend substantially in the form set forth in Exhibit C-1.

“Global Notes” has the meaning set forth in Section 2.17.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, through letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness. “Guarantee” when used as a verb shall have a corresponding meaning.

“Guarantor” means:

(1) Parent;

(2) each Restricted Subsidiary that executes and delivers a Note Guarantee pursuant to Section 4.18; and

(3) each Restricted Subsidiary that otherwise executes and delivers a Note Guarantee,

in each case, until such time as such Person is released from its Note Guarantee in accordance with the provisions of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) any interest rate protection agreements including, without limitation, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements;

(2) any foreign exchange contracts, currency swap agreements or other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates;

(3) any commodity futures contract, commodity option or other similar arrangement or agreement designed to protect such Person against fluctuations in the prices of commodities; and

(4) indemnity agreements and arrangements entered into in connection with the agreements and arrangements described in clauses (1), (2) and (3).

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“incur” means, with respect to any Indebtedness (including Acquired Debt), to create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of such Indebtedness (including Acquired Debt). The term “incurrence” has a corresponding meaning.

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“Indebtedness” means, with respect to any Person, without duplication, and whether or not contingent:

(1) all indebtedness of such Person for borrowed money or for the deferred purchase price of assets or services or which is evidenced by a note, bond, debenture or similar instrument (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business), to the extent it would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP;

(2) all Capital Lease Obligations of such Person;

(3) all obligations of such Person in respect of letters of credit or bankers’ acceptances issued or created for the account of such Person other than obligations with regard to letters of credit securing obligations (other than obligations of the type described in clause (1) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit;

(4) net obligations of such Person under Hedging Obligations if and to the extent such would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP;

(5) all Disqualified Stock issued by such Person, valued at the greater of its voluntary or involuntary maximum fixed repurchase price;

(6) all Attributable Debt of such Person;

(7) to the extent not otherwise included, any Guarantee by such Person of any other Person’s indebtedness or other obligations described in clauses (1) through (6) above; and

(8) all Indebtedness of the type described in clauses (1) through (7) above of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (x) the Fair Market Value of such asset at such date of determination and (y) the amount of such Indebtedness.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by the Fair Market Value of, such Disqualified Stock, such Fair Market Value is to be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any

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contingent obligations as described above at such date; provided that the amount outstanding at any time of any Indebtedness issued with original issue discount shall be deemed to be the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP.

Notwithstanding the foregoing, Standard Securitization Undertakings shall not constitute Indebtedness.

“Indenture” means this Indenture as amended, restated or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal or investment banking or consulting firm of national reputation in the United States:

(1) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in Parent or any of its Subsidiaries; and

(2) which, in the judgment of the Board of Directors of Parent, is otherwise independent and qualified to perform the task for which it is to be engaged.

“Initial Purchasers” means Citigroup Global Markets Inc., Lehman Brothers Inc., ABN AMRO Incorporated, BNP Paribas and CALYON.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Intercreditor Agreements” means, collectively, the U.S. Intercreditor Agreement and the Euro Intercreditor Agreement.

“interest” means, with respect to the Notes, interest and Liquidated Damages, if any.

“Interest Payment Date” means the stated maturity of an installment of interest on the Notes.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P or the equivalent rating by any Successor Rating Agency.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel, moving and similar advances to officers, directors and employees and advances to customers, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that an acquisition of assets, Equity Interests or other securities by Parent for consideration consisting of common equity securities of Parent shall not be deemed to be an

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Investment. If Parent or any Restricted Subsidiary of Parent sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Parent, or any Restricted Subsidiary of Parent issues Equity Interests, such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Parent, Parent shall be deemed to have made an Investment on the date of any such sale, disposition or issuance equal to the Fair Market Value of the Equity Interests of such Person held by Parent or such Restricted Subsidiary immediately following any such sale, disposition or issuance.

“Issue Date” means September 1, 2004, the date on which Notes are first issued under this Indenture.

“Judgment Currency” has the meaning set forth in Section 12.15.

“Legal Defeasance” has the meaning set forth in Section 9.02.

“Legal Holiday” has the meaning set forth in Section 12.07.

“Lenders” means the lenders from time to time under the New Credit Facility.

“Lien” means, with respect to any asset, any mortgage, deed of trust, deed to secure debt, debenture, lien, pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

“Liquidated Damages” has the meaning set forth in the Notes.

“Luxembourg Paying Agent” has the meaning set forth in Section 2.05.

“Make-Whole Redemption” has the meaning set forth in paragraph 5 of the Notes.

“Make-Whole Redemption Date” means, with respect to a Make-Whole Redemption, the date such Make-Whole Redemption is effected.

“Maturity Date” when used with respect to any Note, means the date on which the principal amount of such Note becomes due and payable as therein or herein provided.

“Minority Equity Interest” means any Equity Interest in any Person engaged in a line of business which is complementary, reasonably related, ancillary or useful to any business in which Parent or any of its Restricted Subsidiaries is then engaged, where such Equity Interest constitutes less than 50% of all Equity Interests issued and outstanding of such Person.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

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“Net Proceeds” means the aggregate cash proceeds received by Parent or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (i) the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and sales commission and any relocation expenses incurred as a result thereof), (ii) taxes paid or payable as a result thereof, (iii) amounts required to be applied to the repayment of Indebtedness secured by (x) a Prior Lien or a Lien permitted by clause (2), (3), (4) or (7) of the definition of “Permitted Liens” (by operation of clause (8) of the definition of “Permitted Collateral Liens”) in the case of assets which constitute Collateral or (y) a Lien in the case of assets which do not constitute Collateral, in each case, which Prior Lien or Lien, as the case may be, is permitted under this Indenture on the asset or assets that are the subject of such Asset Sale and (iv) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP and for the after-tax cost of any indemnification payments (fixed or contingent) attributable to sellers’ indemnities to purchasers.

“New Credit Facility” means the Credit Agreement to be dated as of September 1, 2004 as such agreement may be amended or refinanced, including any agreement(s) extending the maturity of or refinancing (including increasing the amount of available borrowings thereunder (provided that such increase in borrowings is permitted by Section 4.09) or adding Parent or Subsidiaries of Parent as borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement(s) or any successor or replacement agreement(s) and whether by the same or any other agent, lender or group of lenders or creditor or group of creditors. Notwithstanding that the New Credit Facility has been indefeasibly repaid in full without refinancing, the Company may designate, at its option, one or more New Credit Facilities otherwise meeting the definition hereof as a New Credit Facility for purposes of this Indenture, and, if requested by the Company, the Security Documents and the Proceeds Sharing Agreement, by delivering to the Trustee an Officers’ Certificate to such effect.

“1993 Indenture” means the Indenture dated as of April 1, 1993 between Crown and Bank One Trust Company, NA, as successor to Chemical Bank, as trustee, as amended from time to time.

“1995 Indenture” means the Indenture dated as of January 15, 1995 between Crown and Bank One Trust Company, NA, as successor to Chemical Bank, as trustee, as amended from time to time.

“1996 Indenture” means the Indenture dated as of December 17, 1996 among Crown, Crown Cork & Seal Finance PLC, Crown Cork & Seal Finance, S.A. and The Bank of New York, as trustee, as amended from time to time.

“Non-Guarantor Subsidiary” means any Subsidiary of Parent that is not a Guarantor.

“Non-Recourse Accounts Receivable Subsidiary Indebtedness” has the meaning set forth in the definition of “Accounts Receivable Subsidiary.”

“Non-U.S. Person” means a Person who is not a U.S. Person.

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“Note Guarantee” means the Guarantee by a Guarantor of the Notes.

“Notes” means 6 ¹/4% First Priority Senior Secured Notes due 2011 issued by the Company, including, without limitation, Exchange Notes, treated as a single class except as otherwise provided herein, as amended from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture.

“Off-Balance Sheet Financing Amount” means, as of any date, with respect to a Qualified Receivables Transaction, that portion of the Indebtedness of the related Accounts Receivable Subsidiary (other than Standard Securitization Undertakings) that is attributable to the accounts receivable and related assets of the type described in the definition of “Qualified Receivables Transaction” transferred to such Accounts Receivable Subsidiary by or on behalf of Parent and its Restricted Subsidiaries.

“Offering Memorandum” means the offering memorandum dated August 11, 2004 relating to the offering of Notes issued on the Issue Date.

“Officers” means, with respect to any Person, the Chairman, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, any Senior Vice President, any Vice President of such Person or any other authorized officer or director of such Person.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman, President or Chief Executive Officer of such Person and the Chief Financial Officer, Controller, Treasurer, any Senior Vice President or any Vice President of such Person that shall comply with applicable provisions of this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. Such counsel may be an employee of or counsel to Parent or any of its Subsidiaries.

“Original Amount” has the meaning set forth in the definition of “Permitted Refinancing Indebtedness.”

“Other Guarantor” has the meaning set forth in Section 10.06.

“Parent” means Crown Holdings, Inc., a Pennsylvania corporation, until a successor replaces such party pursuant to Article Five of this Indenture and thereafter the successor.

“Pari Passu First Priority Indebtedness” means the Indebtedness represented by (i) the obligations under the New Credit Facility and any Related Obligations to the extent incurred in compliance with the terms of the Notes, (ii) the Notes (including any Additional Notes), the Exchange Notes issued therefor and the Note Guarantees and (iii) the obligations under any Additional Pari Passu First Priority Indebtedness to the extent incurred in compliance with the terms of this Indenture.

“Pari Passu First Priority Secured Parties” means each of (i) the Bank Agents on behalf of themselves and the Lenders and the Related Obligations Counterparties, (ii) the Trustee on behalf of itself and the Holders of the Notes and (iii) the holders from time to time of any

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Additional Pari Passu First Priority Indebtedness and the duly authorized representative(s) of such holders, if any; provided that each such Person, or the duly authorized representative thereof, shall have become a party to the applicable Security Documents and, to the extent applicable, the Proceeds Sharing Agreement.

“Pari Passu Indebtedness” means, with respect to any Person, Indebtedness of such Person unless, with respect to any item of Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding or any other agreement governing the terms of such Indebtedness expressly provides that such Indebtedness shall be subordinated in right of payment to any other item of Indebtedness of such Person.

Notwithstanding the foregoing, “Pari Passu Indebtedness” shall not include:

(a) Indebtedness of Parent owed to any Restricted Subsidiary of Parent or Indebtedness of any such Restricted Subsidiary owed to Parent or any other Restricted Subsidiary of such Restricted Subsidiary;

(b) Indebtedness incurred in violation of this Indenture; and

(c) Indebtedness represented by Disqualified Stock.

“Pari Passu Second Priority Indebtedness” means the Indebtedness represented by (i) the Second Priority Notes and the Guarantees thereof by the Guarantors and (ii) the obligations under any Additional Pari Passu Second Priority Indebtedness, in each case, to the extent incurred in compliance with the terms of this Indenture.

“Pari Passu Second Priority Secured Parties” means each of (i) the Second Priority Notes Trustee on behalf of itself and the holders of the Second Priority Notes and (ii) the holders from time to time of any Additional Pari Passu Second Priority Indebtedness and the duly authorized representative(s) of such holders, if any; provided that each such Person, or the duly authorized representative thereof, shall have become a party to the applicable Security Documents and, to the extent applicable, the Proceeds Sharing Agreement.

“Pari Passu Third Priority Indebtedness” means the Indebtedness represented by (i) the Third Priority Notes and the Guarantees thereof by the Guarantors and (ii) the obligations under any Additional Pari Passu Third Priority Indebtedness, in each case, to the extent incurred in compliance with the terms of this Indenture.

“Pari Passu Third Priority Secured Parties” means each of (i) the Third Priority Notes Trustee on behalf of itself and the holders of the Third Priority Notes and (ii) the holders from time to time of any Additional Pari Passu Third Priority Indebtedness and the duly authorized representative(s) of such holders, if any; provided that each such Person, or the duly authorized representative thereof, shall have become a party to the applicable Security Documents and, to the extent applicable, the Proceeds Sharing Agreement.

“Paying Agent” has the meaning set forth in Section 2.05.

“Payment Default” has the meaning set forth in Section 6.01.

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“Permitted Collateral Liens” means:

(1) Liens securing Pari Passu First Priority Indebtedness (including, without limitation, (i) Indebtedness under the New Credit Facility (including any Related Obligations) and (ii) Indebtedness securing this Indenture, Notes outstanding on the Issue Date and the Guarantees thereof by the Guarantors) in an aggregate principal amount not to exceed at any one time outstanding the greater of (I) (y) $2,300,000,000 less (z) the aggregate Off-Balance Sheet Financing Amount attributable to Qualified Receivables Transactions and (II) the principal amount of Pari Passu First Priority Indebtedness that could be incurred on the date of the incurrence of such Pari Passu First Priority Indebtedness such that after giving pro forma effect to the incurrence thereof and the application of the proceeds therefrom Parent’s First Priority Indebtedness Leverage Ratio would be equal to or less than 3.0 to 1.0; provided that, in each case, each of the Pari Passu First Priority Secured Parties with respect thereto shall have entered into the Security Documents applicable to such Collateral and, to the extent required under this Indenture, the Proceeds Sharing Agreement;

(2) (a) Liens securing the Second Priority Notes Indenture, the Second Priority Notes outstanding on the Issue Date and the Guarantees thereof by the Guarantors;

(b) Liens securing Additional Pari Passu Second Priority Indebtedness (including, without limitation, Additional Second Priority Notes); provided that each of the Pari Passu Second Priority Secured Parties with respect thereto shall have entered into the Security Documents applicable to such Collateral and, to the extent required under this Indenture, the Proceeds Sharing Agreement;

(c) Liens securing the Third Priority Notes Indenture, the Third Priority Notes outstanding on the Issue Date and the Guarantees thereof by the Guarantors; and

(d) Liens securing Additional Pari Passu Third Priority Indebtedness (including, without limitation, Additional Third Priority Notes); provided that each of the Pari Passu Third Priority Secured Parties with respect thereto shall have entered into the Security Documents applicable to such Collateral and, to the extent required under this Indenture, the Proceeds Sharing Agreement;

(3) Liens securing the obligations of the Company and the Guarantors in respect of Hedging Obligations (including, without limitation, Related Hedging Obligations) to the extent that such obligations are incurred pursuant to clause (7) of Section 4.09(b); provided that each of the Secured Parties related thereto shall have entered into the Security Documents applicable to such Collateral;

(4) to the extent and in the manner required by the terms of the Existing Unsecured Notes as in effect on the Issue Date, Liens on Principal Property of Crown and its Principal Properties Subsidiaries and on any shares of capital stock or evidences of indebtedness for borrowed money issued by any Principal Properties Subsidiary of Crown and owned by Crown or any Principal Properties Subsidiary of Crown securing the obligations of Crown or such Principal Properties Subsidiary under the Existing Unsecured

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Notes; provided that, to the extent such Principal Property, shares or indebtedness would constitute Collateral, the Notes are secured by an equal and ratable Lien on such Principal Property, shares or indebtedness to the extent and in the manner contemplated by the Security Documents;

(5) Prior Liens;

(6) Liens in favor of the Company or any Guarantor; provided that, to the extent required by the Security Documents, any Liens of the type described in this clause (6) shall be subject to the Lien granted and evidenced by the Security Documents;

(7) Liens incurred in the ordinary course of business of the Company or any Guarantor with respect to obligations that do not exceed $5.0 million in the aggregate at any one time outstanding (a) that are not yet delinquent or (b) that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded;

(8) Liens described in clauses (2) through (12), (14), (16) and (19) of the definition of “Permitted Liens”; provided that, in the case of clauses (5) and (6) thereof, the Contested Collateral Liens Conditions are satisfied; and

(9) any additional Liens on the Collateral (other than Liens securing Indebtedness) to the extent and in the manner permitted by the New Credit Facility.

“Permitted Existing Secured Notes Repayment” means the application of up to $1,000,000,000 in the aggregate of Net Cash Proceeds received by Parent or any Restricted Subsidiary from one or more Asset Sales involving assets or Equity Investments to the redemption or repayment of one or more series of Existing Secured Notes (and, in each case, the permanent retirement of the Indebtedness so redeemed or otherwise repaid).

“Permitted Investments” means:

(1) Investments in Parent or any Restricted Subsidiary;

(2) Investments in cash and Cash Equivalents;

(3) Investments by Parent or any Restricted Subsidiary of Parent in, or the purchase of the securities of, a Person if, as a result of such Investment, (a) such Person becomes a Restricted Subsidiary or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Parent or a Restricted Subsidiary;

(4) Investments in accounts and notes receivable acquired in the ordinary course of business;

(5) Investments received or acquired in compromise of, or in respect of, obligations of, claims against or disputes with any Person (other than Parent or any Restricted Subsidiary or Affiliate), including, but not limited to, pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Person;

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(6) any non-cash consideration received in connection with an Asset Sale that complies with Section 4.12;

(7) Investments in connection with Hedging Obligations permitted to be incurred under Section 4.09;

(8) commission, payroll, travel and similar loans and advances to employees in the ordinary course of business;

(9) any Investment by Parent or any Restricted Subsidiary of Parent in an Accounts Receivable Subsidiary or any Investment by an Accounts Receivable Subsidiary in any other Person in connection with a Qualified Receivables Transaction, so long as any Investment in an Accounts Receivable Subsidiary is in the form of a Purchase Money Note or an Equity Interest;

(10) any Investments (i) the consideration for which consists exclusively of Qualified Capital Stock of Parent and (ii) in any Unrestricted Subsidiary, joint venture or any Minority Equity Interest made by exchange for, or out of the net cash proceeds of the substantially concurrent sale of, Qualified Capital Stock of Parent; provided that the amount of any such net cash proceeds that are utilized for any such Investment shall be excluded for purposes of clause (c) of Section 4.10 in determining the amount available for Restricted Payments;

(11) Investments existing on the Issue Date, and any extension, modification or renewal of any Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date); and

(12) additional Investments in an aggregate amount not to exceed $200,000,000 at any time outstanding.

“Permitted Liens” means:

(1) Liens on the Additional Bank Collateral securing Indebtedness of Parent and its Restricted Subsidiaries under the New Credit Facility to the extent such Indebtedness is incurred pursuant to clause (1) of Section 4.09(b);

(2) Liens on assets of a Person merged with or into or consolidated with Parent or any Restricted Subsidiary of Parent after the Issue Date existing at the time such Person is merged with or into or consolidated with Parent or any Restricted Subsidiary of Parent; provided that such Liens were not incurred in connection with, or in contemplation of, such merger or consolidation and do not extend to any assets of Parent or any Restricted Subsidiary of Parent other than the assets of such Person acquired in such merger or consolidation;

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(3) Liens on assets of a Person that becomes a Restricted Subsidiary of Parent existing at the time such Person becomes a Restricted Subsidiary of Parent; provided that such Liens were not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of Parent and do not extend to any assets of Parent or any Restricted Subsidiary of Parent;

(4) Liens on assets acquired after the Issue Date existing at the time of acquisition thereof by Parent or any Restricted Subsidiary of Parent; provided that such Liens were not incurred in connection with, or in contemplation of, such acquisition and do not extend to any assets of Parent or any Restricted Subsidiary of Parent other than the specific assets so acquired;

(5) landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s or other like Liens, in any case incurred in the ordinary course of business with respect to amounts (a) not yet delinquent or (b) being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;

(6) Liens for taxes, assessments or governmental charges or claims or other like statutory Liens that (a) are not yet delinquent or (b) are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(7) Liens to secure Indebtedness permitted by (a) clause (3) of Section 4.09(b) covering only the assets acquired with such Indebtedness and (b) clause (7) of Section 4.09(b);

(8) Liens securing Indebtedness incurred to refinance Indebtedness that has been secured by a Lien permitted by this Indenture; provided that (a) any such Lien shall not extend to or cover any assets not securing the Indebtedness so refinanced and (b) the refinancing Indebtedness secured by such Lien shall have been permitted to be incurred pursuant to clause (5) of Section 4.09(b);

(9) (a) Liens in the form of zoning restrictions, easements, licenses, reservations, covenants, conditions or other restrictions on the use of real property or other minor irregularities in title (including leasehold title) that do not (i) secure Indebtedness or (ii) individually or in the aggregate materially impair the value or marketability of the real property affected thereby or the occupation, use and enjoyment in the ordinary course of business of Parent and the Restricted Subsidiaries at such real property and (b) with respect to leasehold interests in real property, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of such leased property encumbering the landlord’s or owner’s interest in such leased property;

(10) Liens in the form of pledges or deposits securing bids, tenders, contracts (other than contracts for the payment of Indebtedness) or leases, warranties, statutory or regulatory obligations or self-insurance arrangements arising in the ordinary course of

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business, banker’s acceptances, surety and appeal bonds, performance bonds and other obligations of a similar nature to which Parent or any Restricted Subsidiary is a party, in each case, made in the ordinary course of business;

(11) Liens resulting from operation of law with respect to any judgments, awards or orders to the extent that such judgments, awards or orders do not cause or constitute a Default under this Indenture;

(12) Liens in the form of licenses, leases or subleases granted or created by Parent or any Restricted Subsidiary in the ordinary course of business, which licenses, leases or subleases do not interfere, individually or in the aggregate, in any material respect with the business of Parent or such Restricted Subsidiary; provided that any such Lien shall not extend to or cover any assets of Parent or any Restricted Subsidiary of Parent that is not the subject of any such license, lease or sublease;

(13) Liens in favor of Parent or any Restricted Subsidiary of Parent;

(14) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Parent or any Restricted Subsidiary of Parent in the ordinary course of business in accordance with the past practices of Parent or any Restricted Subsidiary of Parent;

(15) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by Parent or any Restricted Subsidiary of Parent, in each case, granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(16) Liens on fixtures or personal property granted to landlords pursuant to leases to the extent that such Liens are not yet due and payable;

(17) Liens on accounts receivable and related assets incurred in connection with a Qualified Receivables Transaction;

(18) Liens existing on the Issue Date to the extent and in the manner existing on the Issue Date;

(19) deposits, pledges or other Liens to secure obligations under purchase or sale agreements or letters of intent entered into in respect of a proposed acquisition;

(20) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof; and

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(21) in addition to the Liens described in clauses (1) through (20) above, Liens in respect of Indebtedness or other obligations of Parent or any Restricted Subsidiary not to exceed 10.0% of Consolidated Tangible Assets at any one time outstanding; provided, however, that during any period of time when the Notes do not have the benefit of first priority Liens on all or substantially all of the Collateral (measured in terms of fair market value (as determined in good faith by the Board of Directors of Parent)) securing the Notes on the Issue Date (including after giving effect to the inclusion of after-acquired property or assets as Collateral), then, during such time as the Notes do not have the benefit of such Liens, the Liens permitted by this clause (21) may not extend to any property or assets of the Company or any Guarantor which secures Bank Indebtedness (other than any Capital Stock of any Non-Guarantor Subsidiary owned by the Company or any such Guarantor which is pledged to secure such Indebtedness).

“Permitted Refinancing Indebtedness” means any Indebtedness of Parent or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refinance, other Indebtedness of Parent or any of its Restricted Subsidiaries; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so refinanced (plus the amount of accrued and unpaid interest, if any, and premiums owed, if any (not in excess of preexisting prepayment provisions on such Indebtedness), and the amount of reasonable and customary fees and expenses incurred in connection therewith) (the “Original Amount”); provided, however, if the amount of such Permitted Refinancing Indebtedness exceeds the Original Amount, the amount of such Permitted Refinancing Indebtedness equal to the Original Amount shall nonetheless constitute “Permitted Refinancing Indebtedness” if it otherwise complies with the requirements of this definition;

(2) such Permitted Refinancing Indebtedness has a final maturity date at least as late as the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being refinanced (provided, that Permitted Refinancing Indebtedness in respect of the Existing Third Priority Notes need only have a final maturity date at least as late as the final maturity date of, and a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Existing Second Priority Notes);

(3) if the Indebtedness being refinanced is subordinated in right of payment to any Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, such Notes on terms at least as favorable to the Holders of such Notes as those contained in the documentation governing the Indebtedness being refinanced; and

(4) such Indebtedness is incurred by Parent or by the Restricted Subsidiary which is the obligor on the Indebtedness being refinanced; provided, however, that Parent or any Restricted Subsidiary of Parent (other than the Company or any Restricted Subsidiary of the Company) may incur Indebtedness which refinances Indebtedness of any Restricted Subsidiary of Parent.

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“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

“Physical Notes” means certificated Notes in registered form.

“Pledged Holdco” means Crown for so long as Crown shall own, directly or indirectly, all of the Equity Interests in Parent’s other direct and indirect Restricted Subsidiaries and thereafter shall mean the one or more Wholly Owned Restricted Subsidiaries of Parent that collectively own directly or indirectly all of the Equity Interests in Parent’s other direct and indirect Restricted Subsidiaries, in each case in accordance with and to the extent required by the terms of this Indenture and the Security Documents.

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights over any other Capital Stock of such Person with respect to profits, dividends, distributions or redemptions or upon liquidation.

“principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

“Principal Property” has the meaning assigned to such term in each instrument and agreement under which the Existing Unsecured Notes have been issued, in accordance with the terms of such instruments and agreements as in effect on the Issue Date.

“Prior Liens” means Liens existing on the Issue Date to the extent permitted by the applicable Security Documents.

“Private Placement Legend” means the legend substantially in the form set forth in Exhibit B.

“Proceeds Sharing Agreement” means the first amended and restated Global Participation and Proceeds Sharing Agreement in the form of Exhibit I hereto dated as of September 1, 2004 among the Secured Parties, the Collateral Agents, Citicorp North America, Inc., as Sharing Agent, and the other persons who may become parties thereto from time to time pursuant to and in accordance with the terms thereof, as amended from time to time.

“Purchase Money Note” means a promissory note of an Accounts Receivable Subsidiary to Parent or any Restricted Subsidiary of Parent, which note must be repaid from cash available to the Accounts Receivable Subsidiary, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated receivables.

“Purchase Money Obligations” of any Person means any obligations of such Person to any seller or any other Person incurred or assumed to finance the purchase, or the cost of construction or improvement, of real or personal property to be used in the business of such Person or any of its Subsidiaries in an amount that is not more than 100% of the cost, or Fair Market Value, as appropriate, of such property, and incurred within 90 days after the date of such acquisition (excluding accounts payable to trade creditors incurred in the ordinary course of business).

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“Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock.

“Qualified Institutional Buyer” shall have the meaning specified in Rule 144A promulgated under the Securities Act.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by Parent or any of its Restricted Subsidiaries pursuant to which Parent or such Restricted Subsidiary Transfers to (a) an Accounts Receivable Subsidiary (in the case of a Transfer by Parent or any of its Restricted Subsidiaries) and (b) any other Person (in the case of a Transfer by an Accounts Receivable Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of Parent or any of its Restricted Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with an accounts receivable financing transaction; provided such transaction is on market terms at the time Parent or such Restricted Subsidiary enters into such transaction.

“Rating Agencies” mean Moody’s and S&P; provided that if S&P, Moody’s or any Successor Rating Agency (as defined below) shall cease to be in the business of providing rating services for debt securities generally, the Company shall be entitled to replace any such Rating Agency or Successor Rating Agency, as the case may be, which has ceased to be in the business of providing rating services for debt securities generally with a security rating agency which is in the business of providing rating services for debt securities generally and which is nationally recognized in the United States (such rating agency, a “Successor Rating Agency”).

“Redemption Date” when used with respect to any Note to be redeemed pursuant to paragraph 5 or 6 of the Notes means the date fixed for such redemption pursuant to the terms of this Indenture and the Notes.

“refinance” means to refinance, repay, replace, renew, extend, refund or restructure.

“Registrar” has the meaning set forth in Section 2.05.

“Registration Default” has the meaning set forth in paragraph 9 of the Restricted Notes.

“Registration Rights Agreement” means the registration rights agreement dated September 1, 2004 among the Company, the Guarantors and the Initial Purchasers relating to the Notes.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Notes” has the meaning set forth in Section 2.17.

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“Regulation S Notes” has the meaning set forth in Section 2.03.

“Related Cash Management Obligations” means obligations of Parent or any Restricted Subsidiary arising from treasury, depository and cash management services provided by one or more of the Bank Agents or the Lenders or their Affiliates or designees or other parties permitted under the New Credit Facility.

“Related Hedging Obligations” means Hedging Obligations of Parent or any Restricted Subsidiary entered into with one or more of the Bank Agents or the Lenders or their Affiliates or designees or other parties permitted under the New Credit Facility.

“Related Obligations” means, collectively, the Related Cash Management Obligations and the Related Hedging Obligations.

“Related Obligations Counterparties” means the counterparties to the Related Obligations.

“Replacement Assets” means any (a) business, (b) controlling or majority Equity Interest in any Person engaged in a line of business, (c) in the case of a Transfer of a Minority Equity Interest, another Minority Equity Interest in a Person engaged primarily in a line of business or (d) property or assets used or useful in a line of business, in the case of each of clauses (a) through (d), in which Parent or any of its Restricted Subsidiaries is engaged or which is or are, as the case may be, complementary, reasonably related, ancillary or useful to any such line of business in which Parent or any of its Restricted Subsidiaries is then engaged.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer in the Corporate Trust Department of the Trustee including any vice president, assistant vice president or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, and to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Global Note” means a Global Note that is a Restricted Note.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Note” has the same meaning as “restricted security” set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note.

“Restricted Payment” has the meaning set forth in Section 4.10.

“Restricted Period” has the meaning set forth in Section 2.17.

“Restricted Physical Note” means a Physical Note that is a Restricted Note.

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“Restricted Subsidiary” means each Subsidiary of Parent that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 144A Global Notes” has the meaning set forth in Section 2.17.

“Rule 144A Notes” has the meaning set forth in Section 2.03.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and its successors.

“Sale and Leaseback Transaction” means any arrangement with any Person (other than Parent or a Subsidiary of Parent), or to which any such Person is a party, providing for the leasing, pursuant to a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP, to Parent or a Restricted Subsidiary of any property or asset which has been or is to be sold or transferred by Parent or such Restricted Subsidiary to such Person or to any other Person (other than Parent or a Subsidiary of Parent) to which funds have been or are to be advanced by such Person.

“Second Priority Notes” means, collectively, the Existing Second Priority Notes and the Additional Second Priority Notes, if any.

“Second Priority Notes Indenture” means the Indenture dated as of February 26, 2003 among the Company, the Guarantors named therein and Wells Fargo Bank, N.A., as trustee related to the Second Priority Notes.

“Second Priority Notes Trustee” means the trustee under the Second Priority Notes Indenture.

“Secured Parties” means, collectively, the Pari Passu First Priority Secured Parties, the Pari Passu Second Priority Secured Parties and the Pari Passu Third Priority Secured Parties.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Security Documents” means, collectively:

(1) the Intercreditor Agreements;

(2) the U.S. Security Agreement;

(3) the Shared Pledge Agreement;

(4) the CEH Pledge Agreement; and

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(5) all other security agreements, pledge agreements, mortgages, deeds of trust, pledges, collateral assignments and other agreements or instruments evidencing or creating any security in favor of the Trustee and any Holders of the Notes in any or all of the Collateral,

in each case, as amended or replaced from time to time in accordance with its terms.

“Shared Pledge Agreement” means the first amended and restated Shared Pledge Agreement in the form of Exhibit J hereto dated as of September 1, 2004 among Parent, Crown Americas, Inc., Crown International Holdings, Inc., each other U.S. Subsidiary of Parent listed on Schedule I thereto and Citicorp North America, Inc., as Collateral Agent, as amended from time to time.

“Sharing Agent” means the party named as global participation and proceeds sharing agent in the Proceeds Sharing Agreement, until a successor replaces it pursuant to the Proceeds Sharing Agreement and thereafter means the successor.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Parent or any Restricted Subsidiary of Parent which are reasonably customary in an accounts receivable securitization transaction.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of Voting Stock is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“Successor Rating Agency” has the meaning set forth in the definition of “Rating Agencies.”

“Swiss Guarantor” has the meaning set forth in Section 10.06.

“Taxes” has the meaning set forth in Section 4.16.

“Taxing Jurisdiction” has the meaning set forth in Section 4.16.

“Terminated Covenants” has the meaning set forth in Section 4.19.

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“Termination Date” has the meaning set forth in Section 4.19.

“Third Priority Notes” means, collectively, the Existing Third Priority Notes and the Additional Third Priority Notes, if any.

“Third Priority Notes Indenture” means the Indenture dated as of February 26, 2003 among the Company, as issuer, the Guarantors named therein and Wells Fargo Bank Minnesota, National Association, as trustee related to the Third Priority Notes.

“Third Priority Notes Trustee” means the trustee under the Third Priority Notes Indenture.

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.03).

“Transfer” means to sell, assign, transfer, lease (other than pursuant to an operating lease entered into in the ordinary course of business), convey or otherwise dispose of, including by Sale and Leaseback Transaction, consolidation, merger, liquidation, dissolution or otherwise, in one transaction or a series of transactions.

“Triggering Event” has the meaning set forth in the Proceeds Sharing Agreement.

“Trustee” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.

“2003 Secured Notes Issue Date” means February 26, 2003, the date on which the Existing Second Priority Notes were first issued under the Second Priority Notes Indenture and the Existing Third Priority Notes were first issued under the Third Priority Notes Indenture.

“Unrestricted Global Note” means a Global Note that is not a Restricted Note.

“Unrestricted Physical Note” means a Physical Note that is not a Restricted Note.

“Unrestricted Subsidiary” means any Subsidiary of Parent (other than the Company) that is designated by the Board of Directors of Parent as an Unrestricted Subsidiary pursuant to a resolution of such Board of Directors, but only if:

(1) (a) such Subsidiary has no Indebtedness other than Indebtedness as to which neither Parent nor any of its Restricted Subsidiaries (i) provides any credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise or (iii) constitutes the lender, other than in the case of clauses (i) and (ii) any non-recourse Guarantee given solely to support the pledge by Parent or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary; and

(b) neither Parent nor any Restricted Subsidiary is liable for any Indebtedness that would permit (upon notice, lapse of time or both) any holder thereof to declare a

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default on such Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness of such Unrestricted Subsidiary;

(2) such Subsidiary is not party to any agreement, contract, arrangement or understanding with Parent or any Restricted Subsidiary of Parent unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to Parent or such Restricted Subsidiary than those that would be obtained at the time from Persons which are not Affiliates of Parent;

(3) such Subsidiary is a Person with respect to which neither Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) such Subsidiary does not Guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of Parent or any of its Restricted Subsidiaries.

Any such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of such Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions and was permitted by Section 4.10. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of Parent as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, Parent shall be in default of such covenant from the date of such incurrence).

The Board of Directors of Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if:

(1) such incurrence of Indebtedness is permitted under Section 4.09; and

(2) no Default or Event of Default would be in existence following such designation.

“U.S. Collateral” has the meaning set forth in the U.S. Intercreditor Agreement.

“U.S. Guarantor” has the meaning set forth in Section 10.06.

“U.S. Intercreditor Agreement” means the first amended and restated U.S. Intercreditor and Collateral Agency Agreement in the form of Exhibit K hereto dated as of September 1, 2004 among the Secured Parties, Citicorp North America, Inc., as U.S. collateral agent, Parent and its Subsidiaries named therein, and the other persons who may become parties thereto from time to time pursuant to and in accordance with the terms thereof, as amended from time to time.

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“U.S. Person” means a “U.S. person” as defined in Rule 902(k) under the Securities Act.

“U.S. Security Agreement” means the first amended and restated U.S. Security Agreement in the form of Exhibit L hereto dated as of September 1, 2004 among Crown Americas, Inc., Crown, Parent, Crown International Holdings, Inc., each other Subsidiary of Parent listed on Schedule I thereto and Citicorp North America, Inc., as collateral agent, as amended from time to time.

“Voting Stock” means any class or classes of Capital Stock pursuant to which the holders thereof have power to vote in the election of directors, managers or trustees of any Person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the then outstanding principal amount of such Indebtedness into

(2) the total of the product obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person or by such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture securityholder” means a Holder or Noteholder.

“indenture to be qualified” means this Indenture.

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“obligor on the indenture securities” means the Company, the Guarantors or any other obligor on the Notes.

All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings therein assigned to them.

SECTION 1.03. Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it herein, whether defined expressly or by reference;

(2) “or” is not exclusive;

(3) words in the singular include the plural, and in the plural include the singular;

(4) words used herein implying any gender shall apply to both genders;

(5) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subsection;

(6) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;

(7) “$” and “U.S. Dollars” each refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts; and

(8) “€“ and “Euros” each refer to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Communities, as amended.

ARTICLE TWO

THE SECURITIES

SECTION 2.01. Amount of Notes.

The Trustee shall initially authenticate €350,000,000 aggregate principal amount of the Notes for original issue on the Issue Date upon a written order of the Company in the form of an Officers’ Certificate of the Company (other than as provided in Section 2.09). The Trustee shall authenticate additional Notes (“Additional Notes”) thereafter in unlimited amount (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.09) for

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original issue upon a written order of the Company in the form of an Officers’ Certificate in aggregate principal amount as specified in such order (other than as provided in Section 2.09). Each such written order shall specify the principal amount of the Notes to be authenticated and the date on which the Notes are to be authenticated.

SECTION 2.02. Reserved.

SECTION 2.03. Form and Dating; Legends.

The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A-1 (in the case of the Restricted Notes) and Exhibit A-2 (in the case of Unrestricted Notes), each of which is incorporated in and forms a part of this Indenture. Each Note shall be dated the date of its authentication.

The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”), Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) and all other Restricted Notes shall bear the Private Placement Legend. All Global Notes shall bear the Global Note Legend.

The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby.

The Notes may be presented for registration of transfer and exchange at the offices of the Registrar.

SECTION 2.04. Execution and Authentication.

The Notes shall be executed on behalf of the Company by two Officers of the Company. The signature of any of these Officers on the Notes may be manual or facsimile.

If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.13, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

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The Trustee may appoint one or more authenticating agents reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture.

The Notes shall be issuable only in registered form without coupons in denominations of €1,000 and any integral multiple thereof.

SECTION 2.05. Registrar and Paying Agent.

The Company shall maintain (a) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), (b) an office or agency in the Borough of Manhattan, The City of New York, the State of New York, and London, England where the Notes may be presented for payment (the “Paying Agent”), (c) so long as the Notes are listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange, an office or agency in Luxembourg where the Notes may be presented for payment (the “Luxembourg Paying Agent”) and (d) an office or agency where notices and demands to or upon the Company, if any, in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Registrar shall provide a copy of such register from time to time upon request of the Company. The Company may have one or more co-registrars and one or more additional Paying Agents. The term “Registrar” includes any co-registrars. The Company shall maintain a co-registrar in London, England and, so long as the Notes are listed on the Luxembourg Stock Exchange and if required by the rules of the Luxembourg Stock Exchange, in Luxembourg where the Notes may be presented for registration of transfer or for exchange. The term “Paying Agents” means the Paying Agent, the Luxembourg Paying Agent (if any) and any additional Paying Agents. The Company or any Affiliate thereof may act as Registrar or a Paying Agent.

The Company shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture; provided that any such agency agreement with the Luxembourg Paying Agent need not incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar or any required co-registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07.

The Company initially appoints the Trustee as agent for service of notices and demands in connection with the Notes and this Indenture. The Company initially appoints JPMorgan Chase Bank, London Branch, as a Registrar and as Paying Agent.

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SECTION 2.06. Paying Agent To Hold Money in Trust.

Each Paying Agent shall hold in trust for the benefit of the Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Company, one or more of the Guarantors or any other obligor on the Notes), and the Company and each Paying Agent shall notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. Money held in trust by a Paying Agent need not be segregated except as required by law and in no event shall a Paying Agent be liable for any interest on any money received by it hereunder. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon making such payment, such Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.07. Noteholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Noteholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least five Business Days before each Interest Payment Date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Noteholders.

SECTION 2.08. Transfer and Exchange.

Subject to Sections 2.17 and 2.18, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Company may require from the Noteholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.12, 3.06, 4.08, 4.12 or 8.05 (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part.

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Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

SECTION 2.09. Replacement Notes.

If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Note furnishes to the Company and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. If required by the Trustee or the Company, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Company, the Guarantors, the Trustee or any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Company may charge such Holder for the Company’s reasonable out-of-pocket expenses in replacing such Note and the Trustee may charge the Company for the Trustee’s expenses (including, without limitation, attorneys’ fees and disbursements) in replacing such Note. Every replacement Note shall constitute a contractual obligation of the Company.

SECTION 2.10. Outstanding Notes.

The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those canceled by the Trustee, (b) those delivered to the Trustee for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in Section 9.01 or 9.02 have been satisfied, those Notes theretofore authenticated by the Trustee hereunder and (d) those described in this Section 2.10 as not outstanding. Subject to Section 2.11, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note.

If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding unless the Trustee receives proof satisfactory to the Trustee that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company.

If the Paying Agent holds, in its capacity as such, on any Maturity Date, Euros sufficient to pay all accrued interest and principal with respect to the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall cease to be outstanding and interest on them shall cease to accrue.

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SECTION 2.11. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any declaration of acceleration or notice of default or direction, waiver or consent or any amendment, modification or other change to this Indenture, Notes owned by the Company or any other Affiliate of the Company shall be disregarded as though they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes as to which a Responsible Officer of the Trustee has actually received an Officers’ Certificate stating that such Notes are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Notes and that the pledgee is not the Company, a Guarantor, any other obligor on the Notes or any of their respective Affiliates.

SECTION 2.12. Temporary Notes.

Until definitive Notes are prepared and ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes.

SECTION 2.13. Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner. The Company may not reissue or resell or issue new Notes to replace Notes that the Company has redeemed or paid, or that have been delivered to the Trustee for cancellation.

SECTION 2.14. Defaulted Interest.

If the Company defaults on a payment of interest on the Notes, the Company shall pay the defaulted interest then borne by the Notes plus (to the extent permitted by law) any interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders thereof on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Company shall fix such special record date and payment date in a manner satisfactory to the Trustee. At least 10 days before such special record date, the Company shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable on defaulted interest, if any, to be paid. The Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee.

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Notwithstanding the foregoing, any interest which is paid prior to the expiration of the 30-day period set forth in Section 6.01(1) shall be paid to Holders as of the record date for the Interest Payment Date for which interest has not been paid.

SECTION 2.15. CUSIP, ISIN and Common Code Numbers.

The Company in issuing the Notes may use “CUSIP”, “ISIN” and “Common Code” numbers, and if so used, such CUSIP, ISIN and Common Code numbers shall be included in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code numbers printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee, in writing, of any such CUSIP, ISIN or Common Code number used by the Company in connection with the issuance of the Notes and of any change in any such CUSIP, ISIN or Common Code number.

SECTION 2.16. Deposit of Moneys.

Prior to 10:00 A.M., London time, on each Interest Payment Date and Maturity Date, the Company shall have deposited with the Paying Agent in immediately available funds Euros sufficient to make cash payments, if any, due on such Interest Payment Date or Maturity Date, as the case may be, in a timely manner which permits such Paying Agents to remit payment to the Holders on such Interest Payment Date or Maturity Date, as the case may be. The principal and interest on Global Notes shall be payable to the Common Depository or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Notes represented thereby. The principal and interest on Physical Notes shall be payable, either in person or by mail, at the office of the Paying Agent.

SECTION 2.17. Book-Entry Provisions for Global Notes.

(a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (the “Rule 144A Global Note”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (the “Regulation S Global Note”). The term “Global Notes” means, collectively, the Rule 144A Global Note and the Regulation S Global Note. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Common Depository or the nominee of such Common Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Paying Agent as custodian for such Common Depository and (iii) bear the Private Placement Legend.

Members of, or direct or indirect participants in, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository or under the Global Notes. The Common Depository may be treated by the Company, the Trustee and any agent of the Company or the

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Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depository or impair, as between Euroclear or Clearstream, as the case may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Common Depository, its successor and their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes only in accordance with the applicable rules and procedures of Euroclear or Clearstream, as the case may be, and the provisions of Section 2.18. In addition, a Global Note shall be exchangeable for Physical Notes only if (x) Euroclear or Clearstream notifies the Company that it is unwilling or unable to continue as clearing agency or (y) the Common Depository notifies the Company that it is unwilling or unable to continue as common depository for such Global Note and the Company fails to appoint a successor common depository within 120 days of such notice or, in the case of any Global Note, there shall have occurred and be continuing an Event of Default with respect to such Global Note. In all cases, Physical Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Common Depository in accordance with its customary procedures.

(c) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (b) of this Section 2.17, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations.

(d) Any Restricted Physical Note delivered in exchange for an interest in a Global Note pursuant to Section 2.18 shall, except as otherwise provided in Section 2.18, bear the Private Placement Legend.

(e) Notwithstanding the foregoing, through and including the 40th day after the later of the commencement of the offering of the Notes represented by a Regulation S Global Note and the issue date of such Notes (such period through and including such 40th day, the “Restricted Period”), a beneficial interest in such Regulation S Global Note may be held only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.18.

(f) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

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SECTION 2.18. Transfer and Exchange of Notes.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except as set forth in Section 2.17(b). Global Notes will not be exchanged by the Company for Physical Notes except under the circumstances described in Section 2.17(b). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.09 and 2.12. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.18(b) or 2.18(f).

(b) Transfer and Exchange of Beneficial Interests in Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Common Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of Euroclear and Clearstream. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.18(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests in any Global Note that is not subject to Section 2.18(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Common Depository in accordance with the applicable rules and procedures of Euroclear or Clearstream directing the Common Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of Euroclear or Clearstream containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Registrar shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.18(f).

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(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in a Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.18(b)(ii) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit D, including the certifications in item (1) thereof; and

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit D, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.18(b)(ii) above and the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit E, including the certifications in item (1)(a) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit D, including the certifications in item (4) thereof,

and, in each such case, if the Registrar so requests or if the applicable rules and procedures of Euroclear or Clearstream, as applicable, so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv).

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(v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Restricted Global Note. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer and Exchange of Beneficial Interests in Global Notes for Physical Notes. A beneficial interest in a Global Note may not be exchanged for a Physical Note except under the circumstances described in Section 2.17(b). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof in the form of a Physical Note except under the circumstances described in Section 2.17(b).

(d) Transfer and Exchange of Physical Notes for Beneficial Interests in Global Notes. Physical Notes shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (ii) below, as applicable:

(i) Restricted Physical Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Physical Note proposes to exchange such Restricted Physical Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Physical Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Physical Note proposes to exchange such Restricted Physical Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit E, including the certifications in item (2)(a) thereof;

(B) if such Restricted Physical Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit D, including the certifications in item (1) thereof;

(C) if such Restricted Physical Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit D, including the certifications in item (2) thereof;

(D) if such Restricted Physical Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit D, including the certifications in item (3)(a) thereof;

(E) if such Restricted Physical Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit D, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; or

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(F) if such Restricted Physical Note is being transferred to the Company or a Subsidiary thereof, a certificate to the effect set forth in Exhibit D, including the certifications in item (3)(b) thereof,

the Trustee shall cancel the Restricted Physical Note, and increase or cause to be increased the aggregate principal amount of the appropriate Restricted Global Note.

(ii) Restricted Physical Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Physical Note may exchange such Restricted Physical Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Physical Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(A) if the Holder of such Restricted Physical Note proposes to exchange such Restricted Physical Note for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit E, including the certifications in item (1)(b) thereof; or

(B) if the Holder of such Restricted Physical Notes proposes to transfer such Restricted Physical Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit D, including the certifications in item (4) thereof,

and, in each such case, if the Registrar so requests or if the applicable rules and procedures of Euroclear or Clearstream, as applicable, so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Restricted Physical Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Restricted Physical Notes transferred or exchanged pursuant to this subparagraph (ii).

(iii) Unrestricted Physical Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Physical Note may exchange such Unrestricted Physical Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Physical Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an

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exchange or transfer, the Trustee shall cancel the applicable Unrestricted Physical Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Physical Notes transferred or exchanged pursuant to this subparagraph (iii).

(iv) Unrestricted Physical Notes to Beneficial Interests in Restricted Global Notes. An Unrestricted Physical Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(e) Transfer and Exchange of Physical Notes for Physical Notes. Upon request by a Holder of Physical Notes and such Holder’s compliance with the provisions of this Section 2.18(e), the Registrar shall register the transfer or exchange of Physical Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Physical Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.18(e).

(i) Restricted Physical Notes to Restricted Physical Notes. A Restricted Physical Note may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Restricted Physical Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit D, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit D, including the certifications in item (2) thereof;

(C) if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit D, including the certifications in item (3)(a) thereof;

(D) if the transfer will be made to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) through (D) above, a certificate to the effect set forth in Exhibit D, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and

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(E) if such transfer will be made to the Company or a Subsidiary thereof, a certificate to the effect set forth in Exhibit D, including the certifications in item (3)(b) thereof.

(ii) Restricted Physical Notes to Unrestricted Physical Notes. Any Restricted Physical Note may be exchanged by the Holder thereof for an Unrestricted Physical Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Physical Note if the Registrar receives the following:

(1) if the Holder of such Restricted Physical Note proposes to exchange such Restricted Physical Note for an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit E, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Restricted Physical Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit D, including the certifications in item (4) thereof,

and, in each such case, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Physical Notes to Unrestricted Physical Notes. A Holder of an Unrestricted Physical Note may transfer such Unrestricted Physical Notes to a Person who takes delivery thereof in the form of an Unrestricted Physical Note at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Physical Notes pursuant to the instructions from the Holder thereof.

(iv) Unrestricted Physical Notes to Restricted Physical Notes. An Unrestricted Physical Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Restricted Physical Note.

(f) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Physical Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.13. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Physical Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Common Depository at the direction of the Trustee to

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reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or the Common Depository at the direction of the Trustee to reflect such increase.

(g) Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (ii) such Note has been sold pursuant to an effective registration statement under the Securities Act and the Registrar has received an Officers’ Certificate from the Company to such effect.

(h) General. All Global Notes and Physical Notes issued upon any registration of transfer or exchange of Global Notes or Physical Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Physical Notes surrendered upon such registration of transfer or exchange.

The Registrar shall retain for a period of two years copies of all letters, notices and other written communications received pursuant to Section 2.17 or this Section 2.18. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.19. Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed.

ARTICLE THREE

REDEMPTION

SECTION 3.01. Election To Redeem; Notices to Trustee.

If the Company elects to redeem the Notes pursuant to paragraph 5 or 6 of the Notes at least 45 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 65 days before the Redemption Date, the Company shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the redemption price(s), and deliver to the Trustee an Officers’ Certificate stating that such redemption will comply with the conditions contained in paragraph 5 or 6 of the Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Noteholders pursuant to Section 3.03.

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SECTION 3.02. Selection by Trustee of Notes To Be Redeemed.

If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes to be redeemed are listed or, if the Notes are not so listed, on a pro rata basis; provided that no Notes with a principal amount of €1,000 or less shall be redeemed in part. Notwithstanding the foregoing, any redemption following an Equity Offering will be made on a pro rata basis or as nearly a pro rata basis as practicable. For all purposes of this Indenture unless the context otherwise requires, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03. Notice of Redemption.

At least 30 days, and no more than 60 days, before a Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.07.

The notice shall identify the Notes to be redeemed (including the CUSIP, ISIN and/or Common Code numbers thereof) and shall state:

(1) the Redemption Date;

(2) the redemption price and the amount of premium and accrued interest to be paid;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date and upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(7) that paragraph 5 or 6, as applicable, of the Notes is the provision of the Notes pursuant to which the redemption is occurring; and

(8) the aggregate principal amount of Notes that are being redeemed.

At the Company’s written request made at least 15 Business Days prior to the date on which notice is to be given, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s sole expense.

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As long as the Notes are listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange require, a notice of redemption of the Notes will be published in a Luxembourg newspaper of general circulation.

SECTION 3.04. Effect of Notice of Redemption.

Once the notice of redemption described in Section 3.03 is mailed, Notes called for redemption become due and payable on the Redemption Date and at the redemption price, including any premium, plus interest accrued to the Redemption Date. Upon surrender to the applicable Paying Agent, such Notes shall be paid at the redemption price, including any premium, plus interest accrued to the Redemption Date; provided that if the Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date; and provided, further, that if a Redemption Date is a Legal Holiday, payment shall be made on the next succeeding Business Day and no interest shall accrue for the period from such Redemption Date to such succeeding Business Day.

SECTION 3.05. Deposit of Redemption Price.

On or prior to 10:00 A.M. London time on each Redemption Date, the Company shall deposit with the Paying Agent Euros sufficient to pay the redemption price of, including premium, if any, and accrued interest on any and all Notes to be redeemed on that date (other than Notes or portions thereof called for redemption on that date which have been delivered by the Company to the Trustee for cancellation).

On and after any Redemption Date, if money sufficient to pay the redemption price of, including premium, if any, and accrued interest on all Notes called for redemption shall have been made available in accordance with the immediately preceding paragraph, the Notes called for redemption will cease to accrue interest and the only right of the Holders of such Notes will be to receive payment of the redemption price of and, subject to the first proviso in Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any Note surrendered for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Note and any interest not paid on such unpaid principal, in each case at the rate and in the manner provided in the Notes.

SECTION 3.06. Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Trustee shall authenticate for the Holder thereof a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

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ARTICLE FOUR

COVENANTS

SECTION 4.01. Payment of Notes.

The Company shall pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. An installment of principal or interest shall be considered paid on the date it is due if the Trustee or the Paying Agent holds on that date Euros designated for and sufficient to pay such installment.

The Company shall pay interest on overdue principal (including post-petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate specified in the Notes.

SECTION 4.02. Maintenance of Office or Agency.

(a) The Company shall maintain in the Borough of Manhattan, The City of New York, in London, England and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so require, in Luxembourg, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

(b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, in London, England and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so require, in Luxembourg for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Company hereby designates the Corporate Trust Office of the Trustee, or its Agent, in the Borough of Manhattan, The City of New York, and in London, England and the office of the Luxembourg Paying Agent in Luxembourg, in each case as such office or agency of the Company in accordance with Section 2.05.

SECTION 4.03. Legal Existence.

Except as permitted by Article Five, Parent shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate,

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partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of Parent, Crown and the Company and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) and franchises of Parent, Crown and the Company and such Restricted Subsidiaries; provided that Parent, Crown and the Company shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than Crown or the Company) if the Board of Directors of Parent, Crown or the Company, as applicable, shall determine that the preservation thereof is no longer desirable in the conduct of the business of Parent, Crown or the Company, as applicable and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

SECTION 4.04. Maintenance of Properties; Insurance; Compliance with Law.

(a) Parent shall, and shall cause each of its Restricted Subsidiaries to, at all times cause all material properties used in the conduct of their respective businesses to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereto; provided, however, that nothing in this Section 4.04(a) shall prevent Parent or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of such material properties if such discontinuance is, in the reasonable judgment of Parent, desirable in the conduct of the business of Parent and its Subsidiaries, taken as a whole.

(b) Parent shall maintain insurance, and cause each of its Restricted Subsidiaries to maintain insurance, with financially sound and reputable insurers, with respect to such of its properties, against such risks, casualties and contingencies and in such types and amounts as are consistent with sound business practice, it being understood that this paragraph (b) shall not prevent the use of deductible or excess loss insurance and shall not prevent (i) Parent or any of its Subsidiaries from acting as a self-insurer or maintaining insurance with another Subsidiary or Subsidiaries of Parent so long as such action is consistent with sound business practice or (ii) Parent from obtaining and owning insurance policies covering activities of its Subsidiaries.

(c) Parent shall, and shall cause each of its Restricted Subsidiaries to, comply with all statutes, laws, ordinances or government rules and regulations to which they are subject, non-compliance with which would materially adversely affect the business, financial condition or results of operations of Parent and its Restricted Subsidiaries, taken as a whole.

SECTION 4.05. Waiver of Stay, Extension or Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive any of the Company and the Guarantors from paying all or any portion of the principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that they may

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lawfully do so) each of the Company and the Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.06. Compliance Certificate.

(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate (as enumerated by Section 314(a)(4) of the TIA) stating that each Officer has conducted or supervised a review of the activities of Parent and its Restricted Subsidiaries and Parent’s and its Restricted Subsidiaries’ performance under this Indenture and the Security Documents during such fiscal year, and further stating, as to each such Officer signing such certificate, that, to the best of such Officers’ knowledge, based upon such review, Parent and the Company have fulfilled all obligations under this Indenture and the Security Documents or, if there has been a Default under this Indenture or the Security Documents that is continuing, a description of the event and what action Parent and its Restricted Subsidiaries are taking or propose to take with respect thereto.

(b) The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, a certificate of an Officer detailing any continuing Default of which such Officer is aware, its status and what action Parent and its Restricted Subsidiaries are taking or propose to take with respect to such Default.

(c) The Company shall provide written notice to the Trustee of any change in Parent’s or the Company’s fiscal year.

(d) The Company shall promptly notify the Trustee, in writing, the first time the Notes are rated Investment Grade Rating; provided, however, that the failure to deliver such notice shall in no event be deemed a Default or an Event of Default.

SECTION 4.07. Taxes.

Parent shall, and shall cause each of its Restricted Subsidiaries to, pay prior to delinquency (i) all material taxes, assessments, and governmental levies and (ii) all lawful material claims for labor, materials and supplies which, in each case, if unpaid, might by law become a Lien upon the property of Parent or any of its Subsidiaries; provided, however, that, subject to the terms of the applicable Security Documents, neither Parent nor any of its Subsidiaries shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been made in accordance with GAAP.

SECTION 4.08. Repurchase at the Option of Holders upon Change of Control.

(a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to €1,000 or an integral

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multiple thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the “Change of Control Payment”).

(b) Within 30 days following any Change of Control, the Company shall send, or at the Company’s written request the Trustee shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address, which notice shall govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control and offer to repurchase Notes on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law) (the “Change of Control Payment Date”) pursuant to the procedures required by this Indenture and described in such notice. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:

(1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment;

(2) the Change of Control Payment and the Change of Control Payment Date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law);

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have a Note purchased pursuant to the Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent and Registrar for the Note at the address specified in the notice prior to the close of business on the Business Day prior to the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the applicable Paying Agent receives, not later than the third Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased;

(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new

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Note issued shall be in a principal amount of €1,000 or integral multiples thereof; and

(8) the circumstances and relevant facts regarding such Change of Control.

(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:

(1) accept for payment all Notes or portions thereof (in integral multiples of €1,000) validly tendered and not validly withdrawn pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount in Euros equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions thereof) being purchased by the Company.

Upon receipt by the Paying Agent of the monies specified in clause (2) above and the Officers’ Certificate specified in clause (3) above, the Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder of Notes a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of €1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(d) Upon the payment of the Change of Control Payment, the Trustee shall, subject to the provisions of Section 2.17, return the Notes purchased to the Company for cancellation. The Trustee may act as the Paying Agent for purposes of any Change of Control Offer.

(e) The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 with respect to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this paragraph by virtue thereof.

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SECTION 4.09. Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt) and Parent shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company may incur Indebtedness or issue shares of Preferred Stock and any Guarantor may incur Indebtedness or issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio for Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Preferred Stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b) The foregoing provisions shall not apply to any of the following:

(1) the incurrence by Parent or any Restricted Subsidiary of Indebtedness under one or more Credit Facilities in an aggregate principal amount, together with the aggregate Off-Balance Sheet Financing Amount attributable to Qualified Receivables Transactions incurred pursuant to clause (12) below, not to exceed at any time outstanding $1,750,000,000, less the amount of any such Indebtedness permanently retired with the Net Proceeds from any Asset Sale applied from and after the Issue Date to reduce the outstanding amounts pursuant to Section 4.12; provided that the aggregate amount of Indebtedness of Non-Guarantor Subsidiaries outstanding under this clause (1) shall not at any time exceed $400,000,000;

(2) the incurrence by the Company of Indebtedness represented by €350,000,000 aggregate principal amount of the Notes issued on the Issue Date and the Exchange Notes issued in exchange therefor, and the incurrence of the Note Guarantees of such Notes by the Guarantors under this Indenture;

(3) the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations or Purchase Money Obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Parent or such Restricted Subsidiary; provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause (3), and refinancings thereof, shall not exceed 7.5% of Consolidated Tangible Assets at any time outstanding;

(4) Existing Indebtedness;

(5) the incurrence by Parent or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refinance, Existing Indebtedness or Indebtedness that was permitted to be incurred pursuant to subsection (a) of this Section 4.09 or pursuant to clause (2) above or this clause (5);

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(6) (i) Indebtedness of Parent owed to a Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than a Restricted Subsidiary, Parent shall be deemed to have incurred Indebtedness not permitted by this clause (6), and (ii) Indebtedness of any Restricted Subsidiary of Parent owed to Parent or any of its other Restricted Subsidiaries; provided that upon such Indebtedness being owed to any Person other than Parent or a Restricted Subsidiary, such Restricted Subsidiary shall be deemed to have incurred Indebtedness not permitted by this clause (6);

(7) the incurrence by Parent or any of its Restricted Subsidiaries of Hedging Obligations that are incurred in the ordinary course of business for the purpose of fixing or hedging (i) interest rate risk with respect to any Indebtedness of such Person so long as such Indebtedness is permitted by the terms of this Indenture to be outstanding, (ii) exchange rate risk with respect to agreements or Indebtedness of such Person payable or denominated in a currency other than the principal currency in which such Person’s revenue is generated or (iii) commodity price risk with respect to commodities purchased by such Person in the ordinary course of its business and, in each case, not for speculative purposes;

(8) Indebtedness of Parent or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(9) Indebtedness of Parent or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;

(10) Indebtedness of Parent or any Restricted Subsidiary owed to (including obligations in respect of letters of credit for the benefit of) any Person in connection with worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to Parent or such Restricted Subsidiary pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and consistent with past practices;

(11) Indebtedness arising from agreements of Parent or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout obligations or similar obligations, in each case incurred or assumed in connection with the Transfer of any business, asset or Equity Interests permitted by this Indenture;

(12) Non-Recourse Accounts Receivable Subsidiary Indebtedness incurred by any Accounts Receivable Subsidiary in a Qualified Receivables Transaction; and

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(13) the incurrence by Parent or any Restricted Subsidiary of Indebtedness or issuance of Preferred Stock (in addition to Indebtedness and Preferred Stock that may be incurred or issued pursuant to any other clause of this Section 4.09) in an aggregate principal amount (or liquidation value in the case of Preferred Stock) not to exceed $300,000,000 at any time outstanding.

Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock for purposes of this Section 4.09; provided, in each such case, that the amount thereof is included in Fixed Charges of Parent to the extent provided for in the definition of “Fixed Charges.” The maximum amount of Indebtedness that Parent or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies.

(c) Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of Parent or of such Restricted Subsidiary, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) expressly subordinated to the Notes or any Note Guarantee of such Restricted Subsidiary to the extent it is or may become a Guarantor, on substantially the same terms as such Indebtedness is subordinated to such other Indebtedness of Parent or such Restricted Subsidiary, as the case may be; provided, however, that in no event shall Indebtedness of Parent or any Restricted Subsidiaries shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of Parent or such Restricted Subsidiary solely by virtue of being unsecured or secured by a junior Lien.

(d) Until such time as the Proceeds Sharing Agreement shall have been terminated in accordance with its terms, neither Parent nor any of its Restricted Subsidiaries shall cause or permit any of the Company or any Restricted Subsidiary of the Company to incur, Guarantee or otherwise become an obligor in respect of any Indebtedness (i) incurred pursuant to either (x) the Fixed Charge Coverage Ratio test set forth in subsection (a) of this Section 4.09, (y) clause (1) or (2) of subsection (b) of this Section 4.09 or (z) clause (5) of subsection (b) of this Section 4.09 as Permitted Refinancing Indebtedness of (x) Indebtedness incurred pursuant to clause (2) of subsection (b) of this Section 4.09 or subsection (a) of this Section 4.09 or (y) Existing Indebtedness represented by the Existing Second Priority Notes or Existing Third Priority Notes or (ii) that is secured by a Lien permitted under clause (1) or (2) of the definition of “Permitted Collateral Liens” unless, in each case, to the extent that such Indebtedness is not otherwise Covered Debt under the Proceeds Sharing Agreement, such Indebtedness is made subject to the Proceeds Sharing Agreement.

(e) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Indebtedness or Preferred Stock described in clauses (1) through (13) of subsection (b) of this Section 4.09, or is entitled to be incurred pursuant to subsection (a) of this Section 4.09, Parent may, in its sole discretion, classify such item of Indebtedness or Preferred Stock on

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the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to such clauses or the first paragraph hereof, as the case may be, designated by Parent; provided that any Indebtedness under the New Credit Facility (including any Related Obligations) outstanding on the Issue Date shall at all times be deemed to have been incurred pursuant to clause (1) of subsection (b) of this Section 4.09.

SECTION 4.10. Limitation on Restricted Payments.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any distribution (including in connection with any merger or consolidation) on account of any Equity Interests of Parent or any of its Restricted Subsidiaries (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Parent or such Restricted Subsidiaries or dividends or distributions payable to Parent or any Restricted Subsidiary of Parent);

(2) purchase, redeem or otherwise acquire or retire for value any Equity Interests of Parent, any of its Restricted Subsidiaries or any other Affiliate of Parent (other than any such Equity Interests owned by Parent or any Restricted Subsidiary of Parent);

(3) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness that is expressly subordinated by its terms in right of payment to the Notes or a Note Guarantee (other than (i) a payment, repurchase, redemption, defeasance, acquisition or other retirement for value in anticipation of satisfying a scheduled final maturity, scheduled repayment or scheduled sinking fund payment, in each case, due within one year of the date of such payment, repurchase, redemption, defeasance, acquisition or other retirement and (ii) intercompany Indebtedness exclusively between or among Parent and one or more of its Restricted Subsidiaries); or

(4) make any Restricted Investment

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(A) no Default or Event of Default has occurred and is continuing or would occur as a consequence thereof;

(B) Parent would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in subsection (a) of Section 4.09; and

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(C) such Restricted Payment, together with the aggregate of all other Restricted Payments made by Parent and its Restricted Subsidiaries from and after the Issue Date (excluding Restricted Payments permitted by clauses (2)(i), (3)(i) and (5) of subsection (b) of this Section 4.10), is less than the sum of:

(w) 50% of the Consolidated Net Income of Parent for the period (taken as one accounting period) from July 1, 2004 to the end of Parent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus

(x) 100% of the aggregate net cash proceeds (including any non-cash proceeds that have been converted into cash) received by Parent from the issuance and sale of its Qualified Capital Stock or from contributions to its common equity from and after the Issue Date (other than Qualified Capital Stock issued to or contributions to common equity received from a Restricted Subsidiary of Parent); plus

(y) 100% of the aggregate net cash proceeds (including any non-cash proceeds that have been converted into cash) received by Parent from the issuance and sale of debt securities or Disqualified Stock of Parent or any Restricted Subsidiary that have been converted into or exchanged for Qualified Capital Stock of Parent from and after the Issue Date (other than convertible or exchangeable debt securities or Disqualified Stock issued to a Restricted Subsidiary of Parent); plus

(z) to the extent not included in the calculation of Consolidated Net Income referred to in clause (w) above, an amount equal to, without duplication, the sum of:

(i) the aggregate amount returned in cash (including any non-cash proceeds that have been converted into cash) on or with respect to Restricted Investments made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments;

(ii) the net cash proceeds (including any non-cash proceeds that have been converted into cash) received by Parent or any of its Restricted Subsidiaries from the disposition of all or any portion of such Restricted Investments (other than to a Restricted Subsidiary of Parent); and

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(iii) upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Fair Market Value of all outstanding Investments by Parent and its Restricted Subsidiaries in such Subsidiary at the time of such designation;

provided, however, that the sum of clauses (i), (ii) and (iii) shall not exceed the aggregate amount of all such Investments made subsequent to the Issue Date.

(b) The foregoing provisions will not prohibit any or all of the following:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment would have complied with the provisions of this Indenture;

(2) the purchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent or any Restricted Subsidiary (i) solely in exchange for Equity Interests of Parent (other than Disqualified Stock) or (ii) out of the net cash proceeds of the substantially concurrent issuance or sale (other than to a Restricted Subsidiary of Parent) of Equity Interests of Parent (other than Disqualified Stock);

(3) the payment, purchase, redemption, defeasance or other acquisition or retirement for value of subordinated Indebtedness of Parent or any Restricted Subsidiary solely (i) in exchange for Equity Interests of Parent (other than Disqualified Stock) and/or (ii) with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness and/or the substantially concurrent issuance or sale (other than to a Restricted Subsidiary of Parent) of Equity Interests of Parent (other than Disqualified Stock);

(4) the purchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent held by employees or directors of Parent or any of its Restricted Subsidiaries pursuant to any management equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests shall not exceed the sum of (a) $10,000,000 in any twelve-month period plus (b) the aggregate cash proceeds received by Parent during such twelve-month period from any issuance of Equity Interests by Parent to employees and directors of Parent and its Restricted Subsidiaries;

(5) the payment of dividends by a Restricted Subsidiary on any Equity Interest of such Restricted Subsidiary if such dividend is paid pro rata to all holders of such Equity Interest;

(6) the repurchase of Equity Interests of Parent deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options;

(7) in the event of a Change of Control, and if no Default or Event of Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or

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other acquisition or retirement of Indebtedness that is subordinated by its terms in right of payment to the Notes or a Note Guarantee, in each case, at a purchase price not greater than 101% of the principal amount of such Indebtedness, plus any accrued and unpaid interest thereon; provided that prior to or contemporaneously with such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer with respect to the Notes and has repurchased all Notes validly tendered and not validly withdrawn in connection with such Change of Control Offer;

(8) the purchase by Parent of fractional shares arising out of stock dividends, splits or combinations or business combinations;

(9) the acquisition in open market purchases of Capital Stock of Parent for matching contributions to its employee stock purchase, deferred compensation, 401(K) and other employee benefit plans in the ordinary course of business in an aggregate amount not to exceed $15,000,000 in any twelve-month period;

(10) the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of common stock of Parent pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; provided that any such purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading the limitations of this covenant (as determined in good faith by the Board of Directors of Parent); and

(11) other Restricted Payments in an aggregate amount not to exceed $100,000,000 from and after the Issue Date.

(c) The Board of Directors of Parent may designate any Restricted Subsidiary, or any newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if such designation would not cause a Default. For purposes of making such designation, all outstanding Investments by Parent and its Restricted Subsidiaries in the Subsidiary so designated, and all Investments by Parent and its Restricted Subsidiaries to be made in connection with such acquisition or creation, will be deemed to be, at the Company’s election, either (i) Restricted Payments at the time of such designation and will reduce the amount available for Restricted Payments under subsection (b) of this Section 4.10 or (ii) Permitted Investments under either clause (10) or (12) of the definition of “Permitted Investments.” All such outstanding Investments will be deemed to constitute either Restricted Investments (in the case of a designation pursuant to clause (i) of the preceding sentence) or Permitted Investments (in the case of a designation pursuant to clause (ii) of the preceding sentence) in an amount equal to the Fair Market Value of such Investments at the time of such designation. Such designation will only be permitted if such Restricted Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. For purposes of determining compliance with this Section 4.10(c), in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (1) through (11) of Section 4.10(b) or is entitled to be made pursuant to subsection (a) of this Section 4.10, Parent may, in its sole discretion, classify or reclassify such Restricted Payment or any portion thereof in any manner that complies with this Section 4.10.

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(d) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by Parent or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

SECTION 4.11. Limitation on Liens.

Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind upon any of its assets, now owned or hereafter acquired, or upon any income or profits therefrom or assign any rights to receive income therefrom except:

(1) in the case of any asset that does not constitute Collateral, Permitted Liens; provided that any Lien on such assets shall be permitted notwithstanding that it is not a Permitted Lien if all payments due under this Indenture, the Notes and the Note Guarantees are secured on an equal and ratable basis (or prior basis in the case of any such Indebtedness which is (x) subordinated in right of payment to the Notes or the Note Guarantees) or (y) constitutes, or at any time constituted Pari Passu Second Priority Indebtedness and/or Pari Passu Third Priority Indebtedness with the obligations so secured until such time as such obligations are no longer secured by a Lien; and

(2) in the case of any asset that constitutes Collateral, Permitted Collateral Liens.

SECTION 4.12. Limitation on Asset Sales.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless each of the following requirements is satisfied:

(1) Parent or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) at least 75% of the consideration therefor received by Parent or such Restricted Subsidiary, as the case may be, is in the form of (a) cash and/or Cash Equivalents, (b) Replacement Assets or (c) any combination of the consideration described in subclauses (a) and (b) of this clause (2); provided that the amount of:

(i) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Parent or any of its Restricted Subsidiaries (other than liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets as a result of which Parent and its Restricted Subsidiaries are released from further liability with respect thereto, and

(ii) any securities, notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are converted within 180 days of receipt thereof by Parent or such Restricted Subsidiary into cash (to the extent of the cash received)

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shall, in each case, be deemed to be cash for purposes of this clause (2); and

(3) if such Asset Sale involves the Transfer of Collateral, it complies with the applicable provisions of the Security Documents.

(b) Within 330 days after the receipt of any Net Proceeds from an Asset Sale, Parent or such Restricted Subsidiary may, at its option, cause such Net Proceeds to be applied as follows:

(1) in the case of any Transfer of Collateral or Excluded Securities, (a) to make an investment in or expenditure for Replacement Assets or other capital expenditures on assets that constitute Collateral or to enter into a binding commitment to make such an investment or expenditure; provided that, in the case of a commitment to make an investment or expenditure, such investment or expenditure shall have been made within 180 days of such 330th day (provided that in all such cases such investment or expenditure shall be acquired or made by the Company or a Guarantor and, in the case of investments in or expenditures for Replacement Assets, such Replacement Assets shall be made subject to the Lien of the Security Documents), (b) to repay Indebtedness under the New Credit Facility (including any Related Obligations) and/or any other Pari Passu First Priority Indebtedness (and, in each case, to permanently reduce amounts outstanding thereunder), (c) to consummate a Permitted Existing Secured Notes Repayment, or (d) any combination of subclauses (a), (b) and (c) of this clause (1); and

(2) in all other cases, (a) to make an investment in or expenditure for Replacement Assets or other capital expenditure or to enter into a binding commitment to make such an investment or expenditure; provided that, in the case of a commitment to make an investment or expenditure, such investment or expenditure shall have been made within 180 days of such 330th day, (b) to repay Indebtedness (and to permanently reduce amounts outstanding thereunder) secured by a Lien on the assets which are the subject of such Asset Sale, (c) to repay Indebtedness under the New Credit Facility (including any Related Obligations) and/or any other Pari Passu First Priority Indebtedness (and, in each case, to permanently reduce amounts outstanding thereunder), (d) to consummate a Permitted Existing Secured Notes Repayment or (e) any combination of subclauses (a), (b), (c) and (d) of this clause (2).

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in subsection (b) of this Section 4.12 will be deemed to constitute “Excess Proceeds.” If on any date the aggregate amount of Excess Proceeds exceeds $25,000,000 (the “Asset Sale Offer Trigger Date”), the Company shall be required to:

(1) to the extent that such Excess Proceeds resulted from the Transfer of assets constituting Collateral or Excluded Securities,

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(a) first, (i) to make an offer (“Asset Sale Offer”) to the Holders of the Notes to purchase Notes on a pro rata basis at an offer price in cash in an amount equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the purchase date, in accordance with the procedures set forth in this Section 4.12 and (ii) to the extent the Company so elects or is required, to repay any other outstanding Pari Passu First Priority Indebtedness (or offer to purchase such Indebtedness if pursuant to the terms of such Indebtedness the issuer thereof is only required to offer to repay such Indebtedness) (and, in each case, permanently reduce amounts outstanding thereunder (but, in the case of revolving credit Indebtedness, only to the extent that such revolving credit Indebtedness would, in accordance with its terms, require a permanent reduction in the commitments relating thereto)) at a repayment (or repurchase) price not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repayment (or repurchase) date;

(b) second, to the extent any Excess Proceeds remain after giving effect to clause (a) above, to the extent the Company so elects or is required, to repay any outstanding Pari Passu Second Priority Indebtedness and/or Pari Passu Third Priority Indebtedness (or offer to purchase such Indebtedness if pursuant to the terms of such Indebtedness the issuer thereof is only required to offer to repay such Indebtedness) (and, in each case, permanently reduce amounts outstanding thereunder (but, in the case of revolving credit Indebtedness, only to the extent that such revolving credit Indebtedness would, in accordance with its terms, require a permanent reduction in the commitments relating thereto)) at a repayment (or repurchase) price not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repayment (or repurchase) date; and

(2) to the extent that such Excess Proceeds resulted from the Transfer of assets not constituting Collateral or Excluded Securities, (i) to make an Asset Sale Offer to the Holders of the Notes to purchase such Notes on a pro rata basis at an offer price in cash in an amount equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the purchase date, in accordance with the procedures set forth in this Section 4.12 and (ii) to the extent the Company so elects or is required, to repay any other outstanding Pari Passu Indebtedness (or offer to purchase such Pari Passu Indebtedness if pursuant to the terms of such Indebtedness the issuer thereof is only required to offer to repay such Indebtedness) (and permanently reduce amounts outstanding under such Pari Passu Indebtedness) at a repayment (or repurchase) price not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repayment (or repurchase) date.

Notwithstanding the foregoing, to the extent the Company intends to consummate a Permitted Existing Secured Notes Repayment, and to the extent that such Permitted Existing Secured Notes Repayment is expected to be consummated as an asset sale offer under the Second Priority Notes Indenture and/or Third Priority Notes Indenture, as the case may be, the obligation of the Company to make an Asset Sale Offer hereunder may be deferred until such date as the Company shall have completed (or is required to complete) such asset sale offer under the Second Priority Notes Indenture and/or Third Priority Notes Indenture, as applicable, in accordance with the terms thereof as in effect on the Issue Date.

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(d) Each application of Excess Proceeds pursuant to (y) clause (1) of Section 4.12(c) shall be made on a pro rata basis among the Notes and any such other Pari Passu First Priority Indebtedness in proportion to the respective amounts outstanding under each such item of Indebtedness and (z) clause (2) of Section 4.12(c) shall be made on a pro rata basis among the Notes and any such other Pari Passu Indebtedness in proportion to the respective amounts outstanding under each such item of Indebtedness. To the extent that any Excess Proceeds remain after compliance with clause (c) above, Parent or any Restricted Subsidiary may use any remaining Excess Proceeds for any purpose not prohibited under this Indenture; provided, however, that to the extent that all or any portion of any remaining Excess Proceeds is comprised of proceeds of Asset Sales of Collateral, such Excess Proceeds shall remain subject to the Liens of the Security Documents. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(e) All Net Proceeds and Excess Proceeds from Asset Sales (whether or not involving Collateral) may, pending their application in accordance with this Section 4.12, be used to temporarily reduce revolving credit borrowings under (i) the New Credit Facility in the case of Asset Sales involving Collateral, or (ii) any Credit Facility in the case of Asset Sales not involving Collateral, or in either case, be invested in any manner that is not prohibited by this Indenture. Upon consummation of any Asset Sale of assets constituting Collateral permitted under the terms of this Indenture, the assets so Transferred in such Asset Sale will be released from the Liens in favor of the Notes created by the Security Documents.

(f) Within 30 days following an Asset Sale Offer Trigger Date, the Company shall send, or at the Company’s written request the Trustee shall send, by first-class mail, postage prepaid, a notice to each Holder of Notes at its last registered address, which notice shall govern the terms of the Asset Sale Offer. The notice shall offer to repurchase Notes on the purchase date specified in such notice (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law) (the “Asset Sale Offer Payment Date”) pursuant to the procedures required by this Indenture and described in such notice. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. Such notice shall state:

(1) that the Asset Sale Offer is being made pursuant to this Section 4.12 and that all Notes validly tendered and not validly withdrawn will be accepted for payment; provided, however, that if the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeds the amount of Excess Proceeds available in connection with the Asset Sale Offer, the Trustee shall select the Notes to be purchased on a pro rata basis;

(2) the offer price (including the amount of accrued interest) and the Asset Sale Offer Payment Date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law);

(3) that any Note not tendered will continue to accrue interest;

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(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Offer Payment Date;

(5) that Holders electing to have a Note purchased pursuant to the Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the applicable Paying Agent and Registrar for the Note at the address specified in the notice prior to the close of business on the Business Day prior to the Asset Sale Offer Payment Date;

(6) that Holders will be entitled to withdraw their election if the applicable Paying Agent receives, not later than the third Business Day prior to the Asset Sale Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased; and

(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in a principal amount of €1,000 or integral multiples thereof.

(g) On the Asset Sale Offer Payment Date, the Company shall, to the extent lawful:

(1) accept for payment all Notes or portions thereof (in integral multiples of €1,000) validly tendered and not validly withdrawn pursuant to the Asset Sale Offer; provided, however, that if the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeds the amount of Excess Proceeds available in connection with the Asset Sale Offer, the Trustee shall select the Notes to be purchased on a pro rata basis;

(2) deposit with the Paying Agent an amount in Euros equal to the offer price (including the amount of accrued interest) in respect of all Notes or portions thereof to be purchased; and

(3) deliver or cause to be delivered to the Trustee all Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes (or portions thereof), in each case being purchased by the Company.

Upon receipt by the Paying Agent of the monies specified in clause (2) above and the Officers’ Certificate specified in clause (3) above, such Paying Agent shall promptly mail to each Holder of Notes so purchased the offer price (including the amount of accrued interest) for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder of Notes a new Note equal in principal amount to any unpurchased portion of the Notes purchased, if any; provided that each such new Note will be in a principal amount of €1,000 or an integral multiple thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Offer Payment Date.

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(h) Upon the payment of the offer price (including the amount of accrued interest) for any Notes purchased in the Asset Sale Offer, the Trustee shall, subject to the provisions of Section 2.17, return such Notes to the Company for cancellation. Any monies remaining after the purchase of Notes pursuant to an Asset Sale Offer shall be returned within three Business Days to the Company by the Paying Agent. The Trustee may act as the Paying Agent for purposes of any Asset Sale Offer.

(i) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this paragraph by virtue thereof.

SECTION 4.13. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions to Parent or any of its Restricted Subsidiaries on its Capital Stock;

(b) pay any Indebtedness owed to Parent or any of its Restricted Subsidiaries;

(c) make loans or advances to Parent or any of its Restricted Subsidiaries; or

(d) Transfer any of its properties or assets to Parent or any of its Restricted Subsidiaries,

except for such encumbrances or restrictions existing under or by reason of any of the following:

(1) Existing Indebtedness, the New Credit Facility and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in such Existing Indebtedness or the New Credit Facility, as the case may be, on the Issue Date;

(2) this Indenture, the Security Documents, the Notes, the Exchange Notes and the Note Guarantees;

(3) any Additional Pari Passu First Priority Indebtedness, Additional Pari Passu Second Priority Indebtedness and Additional Pari Passu Third Priority Indebtedness and any amendments or refinancings thereof; provided that the encumbrances and restrictions contained in such Indebtedness are not materially more restrictive, taken as a whole, than those contained in this Indenture or the New Credit Facility;

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(4) applicable law, rule, regulation or order;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by Parent or any of its Restricted Subsidiaries, as in effect at the time of acquisition (except to the extent such Indebtedness was incurred in connection with, or in contemplation of, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the assets of the Person, so acquired; provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(6) Purchase Money Obligations and Capital Lease Obligations permitted to be incurred pursuant to clause (3) of subsection (b) of Section 4.09 for assets acquired that impose restrictions of the nature described in clause (d) above of this Section 4.13 on the assets so acquired;

(7) an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of a Restricted Subsidiary; provided that (a) such sale or disposition is permitted by the terms of this Indenture and (b) such restrictions are limited to the Restricted Subsidiary that is the subject of such agreement pending its sale or other disposition;

(8) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.11 that (y) limit the right of Parent or any of its Restricted Subsidiaries to Transfer or dispose of the assets subject to such Lien or (z) place any restriction on Parent’s or such Restricted Subsidiaries’ use of the assets subject to such Lien;

(9) restrictions on cash or other deposits or net worth requirements imposed by customers under contracts entered into in the ordinary course of business;

(10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in either (a) the agreements governing the Indebtedness being refinanced or (b) the New Credit Facility as in effect on the Issue Date;

(11) Non-Recourse Accounts Receivable Subsidiary Indebtedness or other contractual requirements of an Accounts Receivable Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Subsidiary or the receivables which are subject to the Qualified Receivables Transaction;

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(12) contractual encumbrances and restrictions in effect on the Issue Date, and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, than such existing contractual encumbrances and restrictions;

(13) protective liens filed in connection with Sale and Leaseback Transactions permitted under Section 4.15;

(14) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary;

(15) customary provisions restricting the disposition or distribution of assets or property to each holder of Capital Stock of a joint venture contained in any joint venture agreement which restriction is limited to the assets or property of such joint venture;

(16) restrictions in effect on the Issue Date that are contained in charter documents or shareholder agreements relating to any Restricted Subsidiary and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, with respect to such restrictions than those contained in such document or agreement as in effect on the Issue Date; and

(17) Indebtedness of (y) Non-Guarantor Subsidiaries incurred pursuant to clause (1) or (13) of subsection (b) of Section 4.09 and (z) the Company or any Guarantor incurred pursuant to Section 4.09; provided that (i) in the case of subclause (z) above with respect to any Guarantor, such encumbrance or restriction may exist only for so long as such Guarantor continues to Guarantee the Notes and (ii) in the case of subclauses (y) and (z) above, the Board of Directors of Parent shall have determined in good faith (as evidenced by a resolution of the Board of Directors) at the time that such encumbrance or restriction is created that such encumbrance or restriction, as the case may be, will not impair the ability of the Company to make scheduled payments of interest and principal on the Notes in each case as and when due.

SECTION 4.14. Limitation on Transactions with Affiliates.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate (each an “Affiliate Transaction”) or extend, renew, waive or otherwise amend or modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless the terms of such Affiliate Transaction are fair and reasonable to Parent or such Restricted Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by Parent or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis between unaffiliated parties.

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(b) In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a Fair Market Value in excess of $10,000,000, Parent must obtain a board resolution of a majority of the disinterested members of the Board of Directors of Parent certifying that such Affiliate Transaction complies with subsection (a) of this Section 4.14. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a Fair Market Value in excess of $50,000,000 or as to which there are no disinterested members of the Board of Directors of Parent, Parent must obtain a favorable written opinion as to the fairness of such transaction or transactions, as the case may be, from an Independent Financial Advisor.

(c) The foregoing provisions shall not apply to:

(1) any Affiliate Transaction that is between or among Parent and/or any one or more of its Restricted Subsidiaries;

(2) any Restricted Payment or Permitted Investment that is not prohibited by Section 4.10;

(3) reasonable fees, compensation, benefits and incentive arrangements paid or provided to, and indemnity provided on behalf of, officers, directors or employees or consultants of Parent or any Restricted Subsidiary as determined in good faith by Parent’s Board of Directors or senior management;

(4) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement agreement is not materially more disadvantageous to the Holders, taken as a whole, than the original agreement as in effect on the Issue Date;

(5) transactions effected as part of a Qualified Receivables Transaction;

(6) sales or issuances of Equity Interests (other than Disqualified Stock) of Parent to Affiliates of Parent;

(7) transactions with a Person that is an Affiliate of Parent solely because Parent or a Restricted Subsidiary owns an Equity Interest in or controls such Person;

(8) any transaction undertaken pursuant to the Constar Agreements, including any amendment thereto or replacement thereof so long as any such amendment or replacement agreement is not materially more disadvantageous to the Holders, taken as a whole, than the original Constar Agreement so amended or replaced; and

(9) the non-recourse accommodation pledge of equity of any Unrestricted Subsidiary to support the Indebtedness of such Unrestricted Subsidiary to the extent such pledge is otherwise permitted under this Indenture and the Security Documents.

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SECTION 4.15. Limitation on Sale and Leaseback Transactions.

Parent shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that Parent or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

(1) Parent or such Restricted Subsidiary could have incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction pursuant to Section 4.09;

(2) the Lien to secure such Indebtedness does not extend to or cover any assets of Parent or any of its Restricted Subsidiaries other than the assets which are the subject of the Sale and Leaseback Transaction;

(3) the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the Fair Market Value of the asset that is the subject of such Sale and Leaseback Transaction; and

(4) the Transfer of assets in such Sale and Leaseback Transaction is permitted by, and the proceeds of such transaction are applied in compliance with, Section 4.12.

SECTION 4.16. Payment of Additional Amounts.

(a) All payments made by the Company under or with respect to the Notes or by a Guarantor under or with respect to its Note Guarantee shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of France or any other jurisdiction in which the Company or any Guarantor is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned being a “Taxing Jurisdiction”), unless the Company or such Guarantor is required to withhold or deduct any such Taxes by law or by the interpretation or administration thereof.

(b) If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Note Guarantee of such Guarantor, the Company or such Guarantor, as applicable, shall, pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of Notes (including Additional Amounts) after such withholding or deduction of such Taxes shall not be less than the amount such Holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, that notwithstanding the foregoing, Additional Amounts will not be paid with respect to:

(1) any Taxes that would not have been so imposed, deducted or withheld but for the existence of any present or former connection between the Holder or beneficial owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner of such Note, if the Holder or

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beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of or the execution, delivery, registration or enforcement of such Note);

(2) subject to subsection (f) of this Section 4.16, any estate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge;

(3) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note;

(4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on such Note had (i) made a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, any Guarantor or any other Person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made);

(5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);

(6) any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; or

(7) any combination of items (1) through (6) above.

The foregoing provisions shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Company or a Guarantor.

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(c) The Company or the applicable Guarantor will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company or the applicable Guarantor will furnish to the Trustee, within 30 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to the Company or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Company or such Guarantor. Copies of such receipts or other documentation will be made available to the Holders or the Paying Agents, as applicable, upon request.

(d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly paid thereafter, if the Company or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or such Guarantor will deliver to the Trustee and the Paying Agent an Officers’ Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee and the Paying Agents to pay such Additional Amounts to Holders of Notes on the payment date. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters.

(e) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(f) The Company and the Guarantors will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, this Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any Guarantor or any successor Person is organized or resident for tax purposes or any jurisdiction in which a Paying Agent is located, and the Company and the Guarantors will agree to indemnify the Holders of the Notes for any such non-excluded taxes paid by such Holders.

SECTION 4.17. Reports to Holders.

(a) Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding hereunder, the Company shall furnish to the Trustee and Holders thereof the following:

(1) all quarterly and annual financial information of Parent that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Parent were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of Parent and its consolidated subsidiaries (showing in reasonable

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detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of Unrestricted Subsidiaries of Parent, if any) and, with respect to the annual information only, a report thereon by Parent’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if Parent were required to file such reports,

in each case, within the time periods specified in the Commission’s rules and regulations.

(b) In addition, whether or not required by the rules and regulations of the Commission, Parent shall file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Guarantors shall, for so long as any Notes remain outstanding, furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall comply with the provisions of TIA § 314(a).

SECTION 4.18. Limitation on Creation of Subsidiaries.

(a) Parent shall not create, acquire or suffer to exist, and will not permit any of its Restricted Subsidiaries to create, acquire or suffer to exist, any Subsidiary other than:

(1) a Restricted Subsidiary existing as of the Issue Date or that is acquired or created after the Issue Date; provided, however, that each

(A) Domestic Subsidiary of Parent that from time to time is an obligor under the New Credit Facility or directly or indirectly (by way of the pledge of any intercompany note or otherwise) Guarantees or in any other manner becomes liable with respect to any Indebtedness of the Company, Parent or any other Guarantor (including, without limitation, Indebtedness under the New Credit Facility), and

(B) Restricted Subsidiary of the Company that directly or indirectly (by way of the pledge of any intercompany note or otherwise) Guarantees or in any other manner becomes liable with respect to any Indebtedness of the Company, Parent or any other Guarantor (including, without limitation, Indebtedness under the New Credit Facility) or is otherwise an obligor under the New Credit Facility (unless, in each case, the incurrence of such Note Guarantee is prohibited under the laws of its jurisdiction of incorporation (as evidenced by an Opinion of Counsel reasonably satisfactory to the Trustee)),

must execute a Note Guarantee, satisfactory in form and substance to the Trustee (and with such documentation relating thereto as the Trustee may require, including, without

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limitation, a supplement or amendment to this Indenture and an Opinion of Counsel as to the enforceability of such Note Guarantee), pursuant to which such Restricted Subsidiary will become a Guarantor; or

(2) an Unrestricted Subsidiary.

(b) A Note Guarantee of any Guarantor shall be subject to release and discharge as provided under Article Ten.

SECTION 4.19. Termination of Certain Covenants in Event of Investment Grade Rating.

If at any time (the “Termination Date”) that (a) the Notes issued under this Indenture have Investment Grade Ratings from both Rating Agencies and (b) no Default or Event of Default has occurred and is continuing under this Indenture, Parent and its Restricted Subsidiaries shall no longer be subject to the following provisions of this Indenture:

(i) Section 4.08;

(ii) Section 4.09;

(iii) Section 4.10;

(iv) the obligation of the Company to make an Asset Sale Offer pursuant to Section 4.12(c)(2);

(v) Section 4.13;

(vi) Section 4.14;

(vii) clause (1) of Section 4.15; and

(viii) subclause (a)(4) of Section 5.01

(collectively, the “Terminated Covenants”). From and after the Termination Date, the Terminated Covenants shall not be subject to reinstatement notwithstanding any event including, without limitation, that subsequently, (i) either of the Rating Agencies withdraws its rating or downgrades the ratings assigned to any Notes issued under this Indenture below the required Investment Grade Ratings such that both Rating Agencies at such time shall not have assigned to all Notes issued under this Indenture an Investment Grade Rating or (ii) a Default or Event of Default shall have occured and is continuing.

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ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01. Consolidation, Merger and Sale of Assets.

(a) None of Parent, Crown or the Company (i) shall consolidate or merge with or into any other Person or Transfer all or substantially all of the properties or assets of (x) Parent and its Restricted Subsidiaries, taken as a whole, in the case of a consolidation, merger or Transfer by Parent, (y) Crown and its Restricted Subsidiaries, taken as a whole, in the case of a consolidation, merger or Transfer by Crown, or (z) the Company and its Restricted Subsidiaries, taken as a whole, in the case of a consolidation, merger or Transfer by the Company, in each case, to another Person, or (ii) shall permit any of its Restricted Subsidiaries to, in a single transaction or a series of a related transactions, Transfer all or substantially all of the properties or assets of (x) Parent and its Restricted Subsidiaries, taken as a whole, in the case of a Restricted Subsidiary of Parent, (y) Crown and its Restricted Subsidiaries, taken as a whole, in the case of a Restricted Subsidiary of Crown, or (z) the Company and its Restricted Subsidiaries, taken as a whole, in the case of a Restricted Subsidiary of the Company, in each case, to another Person unless:

(1)	(A)	in the case of a merger, consolidation or Transfer involving Parent, Parent is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than Parent) or to which such Transfer has been made is a corporation organized or existing under the laws of the United States, any State thereof or the District of Columbia,
	(B)	in the case of a merger, consolidation or Transfer involving the Company, the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such Transfer has been made is a corporation organized or existing under the laws of a member state of the European Union (as it exists on the Issue Date), the United States, any State thereof or the District of Columbia, and
	(C)	in the case of a merger, consolidation or Transfer involving Crown, Crown is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than Crown) or to which such Transfer has been made is a corporation organized or existing under the laws of the United States, any State thereof or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than Parent, Crown or the Company, as the case may be) or the Person to which such Transfer has been made assumes all the obligations of Parent, Crown, the Company or such Restricted Subsidiary under the Notes, the Note Guarantees, this Indenture, the Registration Rights Agreement and the Security Documents pursuant to a supplemental indenture or amendment of the relevant documents, in form reasonably satisfactory to the Trustee;

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(3) immediately after such transaction, no Default or Event of Default exists;

(4) Parent, Crown or the Company, as the case may be, or the Person formed by or surviving any such consolidation or merger, or to which such Transfer has been made will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in subsection (a) of Section 4.09; and

(5) each of the conditions in subsection (d) of this Section 5.01 is satisfied.

(b) Notwithstanding the foregoing, none of the following shall be permitted:

(1) the consolidation or merger of Parent with or into or the Transfer of all or substantially all of the property or assets of Parent and its Restricted Subsidiaries, taken as a whole, to Crown, other than any such merger or consolidation or Transfer to a Restricted Subsidiary of Crown;

(2) the Transfer of all or substantially all of the property or assets of Crown and its Restricted Subsidiaries, taken as a whole, to Crown, other than any Transfer to a Restricted Subsidiary of Crown; and

(3) the consolidation or merger of the Company with or into or the Transfer of all or substantially all of the property or assets of the Company and its Restricted Subsidiaries, taken as a whole, to Crown, other than any such consolidation or merger with or into or Transfer to a Restricted Subsidiary of Crown.

(c) This Section 5.01 shall not prohibit:

(1) a consolidation or merger between the Company and a Guarantor other than Crown;

(2) a consolidation or merger between a Guarantor and any other Guarantor other than Crown;

(3) a consolidation or merger between a Restricted Subsidiary (other than the Company) that is not a Guarantor and any other Restricted Subsidiary other than Crown;

(4) the Transfer of all or substantially all of the properties or assets of a Guarantor to the Company and/or any other Guarantor other than Crown; or

(5) the Transfer of all or substantially all of the properties or assets of a Restricted Subsidiary (other than the Company) that is not a Guarantor to any other Restricted Subsidiary;

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provided that, in each case involving the Company or a Guarantor, if the Company or such Guarantor is not the surviving entity of such transaction or the Person to which such Transfer is made, the surviving entity or the Person to which such Transfer is made shall comply with subsections (a)(2) and (a)(5) of this Section 5.01.

(d) The following additional conditions shall apply to each transaction described above in this Section 5.01:

(1) the Company, such Guarantor or the relevant surviving entity, as applicable, will cause such amendments or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or Transferred to such Person, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states or other similar filing under any other applicable law;

(2) the Collateral owned by or Transferred to the Company, such Guarantor or the relevant surviving entity, as applicable, shall:

(i) continue to constitute Collateral under the Security Documents; and

(ii) not be subject to any Lien other than Liens permitted by this Indenture and the Security Documents;

(3) the assets of the Person which is merged or consolidated with or into the relevant surviving entity, to the extent required by the terms of the Security Documents, shall be treated as after acquired property and such surviving entity shall take such action as may be reasonably necessary to cause such assets to be made subject to the Lien of the Security Documents in the manner and to the extent required by the Security Documents; and

(4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if supplemental indentures or supplemental Security Documents are required in connection with such transaction, such supplemental indentures and Security Documents comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental indentures and Security Documents are enforceable.

SECTION 5.02. Successor Person Substituted.

Upon any consolidation, combination or merger of Parent, the Company or any other Guarantor, or any Transfer of all or substantially all of the assets of Parent or the Company in accordance with the foregoing provisions of Section 5.01, in which Parent, the Company or such Guarantor is not the continuing obligor under the Notes or its Note Guarantee, the surviving

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entity formed by such consolidation or into which Parent, the Company or such Guarantor is merged or to which the Transfer is made will succeed to, and be substituted for, and may exercise every right and power of Parent, the Company or such Guarantor, as the case may be, under this Indenture, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as Parent, the Company or such Guarantor, as the case may be, and, except in the case of a Transfer to Parent or any of its Restricted Subsidiaries, Parent, the Company or such Guarantor, as the case may be, shall be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of Parent’s, the Company’s or such Guarantor’s, as the case may be, other obligations and covenants under the Notes, this Indenture and its Note Guarantee, if applicable.

ARTICLE SIX

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

Each of the following constitutes an “Event of Default” with respect to the Notes:

(1) default for 30 days in the payment when due of interest with respect to the Notes;

(2) default in payment when due of principal or premium, if any, on the Notes at maturity, upon redemption or otherwise;

(3) failure by Parent or any Restricted Subsidiary to comply with any of the provisions under Section 4.08, Section 4.12 or Article Five;

(4) failure by Parent or any Restricted Subsidiary for 60 days after receipt of notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding under this Indenture to comply with any covenant or agreement contained in this Indenture (other than the covenants and agreements specified in clauses (1) through (3) of this Section 6.01);

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of Parent or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by Parent or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists or is created after the Issue Date, but (for so long as the Proceeds Sharing Agreement shall be in effect) excluding any Indebtedness which is Covered Debt under the Proceeds Sharing Agreement, which default (a) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) principal of such Indebtedness (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its stated maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50,000,000 or more;

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(6) failure by Parent or any of its Restricted Subsidiaries to pay final judgments (net of any amounts covered by insurance and as to which such insurer has not denied responsibility or coverage in writing) aggregating $50,000,000 or more, which judgments are not paid, discharged, bonded or stayed within 60 days after their entry;

(7) (A) a court having jurisdiction over Parent, the Company or any other Restricted Subsidiary of Parent enters (x) a decree or order for relief in respect of Parent, the Company or any Restricted Subsidiary of Parent that is a Significant Subsidiary or group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary in an involuntary case or proceeding under any Bankruptcy Law or (y) a decree or order adjudging Parent, the Company or any Restricted Subsidiary of Parent that is a Significant Subsidiary or group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Parent, the Company or any such Restricted Subsidiary or group of Restricted Subsidiaries under any Bankruptcy Law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of Parent, the Company or any such Restricted Subsidiary or group of Restricted Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days or (B) Parent, the Company or any Restricted Subsidiary of Parent that is a Significant Subsidiary or group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary (i) commences a voluntary case under any Bankruptcy Law or consents to the entry of an order for relief in an involuntary case under any Bankruptcy Law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Parent, the Company or any such Restricted Subsidiary or group of Restricted Subsidiaries or for all or substantially all the property and assets of Parent, the Company or any such Restricted Subsidiary or group of Restricted Subsidiaries, (iii) effects any general assignment for the benefit of creditors or (iv) generally is not paying its debts as they become due;

(8) any Note Guarantee of any Guarantor ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and the related Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of this Indenture and such Note Guarantee);

(9) any default by the Company or any Guarantor in the performance of its obligations under the Security Documents (after the lapse of any applicable grace periods) or this Indenture which adversely affects the enforceability, validity, perfection or priority of the Trustee’s Lien on the Collateral or which adversely affects the condition or value of the Collateral, taken as a whole, in any material respect, repudiation or disaffirmation by the Company or any Guarantor of its obligations under the Security Documents or the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against the Company or any Guarantor for any reason; and

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(10) the occurrence of a Triggering Event with respect to any Covered Debt under the Proceeds Sharing Agreement and the continuance of the event(s) or circumstance(s) giving rise to such Triggering Event until the earlier of (y) the 60th day following the occurrence of such Triggering Event and (z) the date of the acceleration of all of Parent’s and its Restricted Subsidiaries’ obligations in respect of Indebtedness under the New Credit Facility.

SECTION 6.02. Acceleration of Maturity; Rescission.

If an Event of Default occurs and is continuing under this Indenture, either the Trustee, by notice in writing to the Company, or the Holders of at least (y) 25% in aggregate principal amount of the Notes then outstanding in the case of any Event of Default arising under any of clauses (1) through (9) of Section 6.01 and (z) a majority in principal amount of the Notes then outstanding in the case of any Event of Default arising under clause (10) of Section 6.01 may, in each case, by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, and the Trustee at the request of such Holders shall, declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable, and upon such declaration of acceleration, such principal, premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, however, that, notwithstanding the foregoing, if an Event of Default specified in 6.01(7) occurs with respect to Parent or the Company, the principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Notwithstanding the foregoing, if after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if:

(1) all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived;

(2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

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SECTION 6.03. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture and may take any necessary action requested of it as Trustee to settle, compromise, adjust or otherwise conclude any proceedings to which it is a party.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Noteholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. Any costs associated with actions taken by the Trustee under this Section 6.03 shall be reimbursed to the Trustee by the Company and the Guarantors.

SECTION 6.04. Waiver of Existing Defaults and Events of Default.

(a) Subject to Sections 2.11, 6.02, 6.08 and 8.02, the Holders of a majority in principal amount of the Notes then outstanding shall have the right to waive past Defaults under this Indenture except a Default in the payment of the principal of, or interest or premium, if any, on any Note as specified in clauses (1) and (2) of Section 6.01 or in respect of a covenant or a provision which cannot be modified or amended without the consent of all Holders as provided for in Section 8.02. The Company shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In case of any such waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively. This subsection (a) of this Section 6.04 shall be in lieu of TIA § 316(a)(1)(B), and TIA § 316(a)(1)(B) is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA.

(b) Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

SECTION 6.05. Control by Majority.

Subject to Section 2.11, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by this Indenture. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of another Holder not taking part in such direction, and the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed may involve it in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not

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inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification reasonably satisfactory to it against any loss or expense caused by taking such action or following such direction. This Section 6.05 shall be in lieu of TIA § 316(a)(1)(A), and TIA § 316(a)(1)(A) is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA.

SECTION 6.06. Limitation on Suits.

Subject to Section 6.08, a Holder may not pursue any remedy with respect to this Indenture or the Notes unless:

(1) the Holder has given the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least (y) 25% in principal amount of the Notes then outstanding, in the case of any Event of Default specified in Sections 6.01(1) through (9) inclusive, and (z) a majority in principal amount of the Notes then outstanding in the case of any Event of Default specified in Section 6.01(10), make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

A Noteholder may not use any provision of this Indenture to disturb or prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder.

SECTION 6.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of Parent or of any Restricted Subsidiary, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability.

SECTION 6.08. Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of the principal of or premium, if any, or interest, if any, on such Note on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment, on or after such respective due dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.

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SECTION 6.09. Collection Suit by Trustee.

If an Event of Default occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any Guarantor (or any other obligor on the Notes) for the whole amount of unpaid principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate set forth in the Notes, and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.10. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Noteholders allowed in any judicial proceedings relative to the Company or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and any custodian in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceedings.

SECTION 6.11. Priorities.

If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to Noteholders for amounts due and unpaid on the Notes for principal, premium, if any, and interest (including Liquidated Damages, if any), and Additional Amounts, if any, as to each, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes; and

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THIRD: to the Company or, to the extent the Trustee collects any amount from any Guarantor, to such Guarantor.

The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 6.11.

SECTION 6.12. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Noteholder pursuant to Section 6.08 or a suit by Noteholders of more than 10% in principal amount of the Notes then outstanding.

ARTICLE SEVEN

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If a Default or Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the same circumstances in the conduct of his or her own affairs.

The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(b) Except during the continuance of a Default or Event of Default:

(1) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.

(2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture or the Security Documents but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or

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not they conform on their face to the requirements of this Indenture or the Security Documents (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate, subject to the requirement in the preceding sentence, if applicable.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) This paragraph does not limit the effect of subsection (b) of this Section 7.01.

(2) The Trustee shall not be liable for any error of judgment made in good faith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the terms of this Indenture or the Security Documents.

(4) No provision of this Indenture or the Security Documents shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, subsections (a), (b), (c) and (e) of this Section 7.01 shall govern every provision of this Indenture and the Security Documents that in any way relates to the Trustee.

(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Security Documents at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

(g) To the extent any provision of the Security Documents conflicts with or is silent with respect to the matters set forth in this Article Seven, this Article Seven shall be controlling.

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SECTION 7.02. Rights of Trustee.

Subject to Section 7.01:

(1) The Trustee may conclusively rely on any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 12.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(3) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.

(4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute negligence or willful misconduct.

(5) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(6) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder.

SECTION 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for or otherwise deal with the either of the Company or any Guarantor, or any Affiliates thereof, with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee or resign. Any Agent may do the same with like rights. The Trustee shall also be subject to Sections 7.10 and 7.11.

SECTION 7.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or any Note Guarantee, it shall not be accountable for the Company’s or any Guarantor’s use of the proceeds from the sale of Notes or any money paid to the Company or any Guarantor pursuant to the terms of this Indenture and it shall not be responsible for any statement in the Notes, the Note Guarantees or this Indenture other than its certificate of authentication.

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SECTION 7.05. Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall give to each Noteholder a notice of the Default or Event of Default within 30 days after the event of default is actually known to the Trustee in the manner and to the extent provided in the TIA and otherwise as provided in this Indenture. Except in the case of a Default or Event of Default relating to the payment of the principal of or interest on any Note (including payments pursuant to a redemption or repurchase of the Notes pursuant to the provisions of this Indenture) or relating to Article Five of this Indenture, the Trustee may withhold the notice if and so long as a Responsible Officer in good faith determines that withholding the notice is in the interests of Holders.

SECTION 7.06. Reports by Trustee to Holders.

If required by TIA § 313(a), within 60 days after March 1 of any year, commencing on the March 1 following the date of this Indenture, the Trustee shall mail to each Noteholder a brief report dated as of such date that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c) and TIA § 313(d).

Reports pursuant to this Section 7.06 shall be transmitted by mail:

(1) to all Holders of Notes, as the names and addresses of such Holders appear on the Registrar’s books; and

(2) to such Holders of Notes as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose.

A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange on which the Notes are listed. The Company shall promptly notify the Trustee, in writing, when the Notes are listed on any stock exchange or delisted therefrom.

SECTION 7.07. Compensation and Indemnity.

The Company and the Guarantors shall pay to the Trustee from time to time reasonable compensation for their services hereunder and under the Security Documents (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Company and the Guarantors shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by them in connection with the Trustee’s duties under this Indenture and under the Security Documents, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and external counsel, except any expense disbursement or advance as may be attributable to its negligence or bad faith.

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The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee and its agents, employees, stockholders, directors and officers and any predecessor Trustee for, and hold each of them harmless against, any and all loss, damage, claim, liability or expense, including without limitation taxes (other than taxes based on the income of the Trustee) and reasonable attorneys’ fees and expenses incurred by each of them in connection with the acceptance or performance of its duties under this Indenture and under the Security Documents including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The Trustee shall notify the Company and the Guarantors in writing promptly of any claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee for which it may seek indemnity; provided that the failure by the Trustee to so notify the Company and the Guarantors shall not relieve the Company and Guarantors of their obligations hereunder except to the extent the Company and the Guarantors are actually prejudiced thereby. In the event that a conflict of interest exists, the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel.

Notwithstanding the foregoing, the Company and the Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability to have been incurred by the Trustee through its own negligence, bad faith or willful misconduct.

To secure the payment obligations of the Company and the Guarantors in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee. Such lien shall survive the satisfaction and discharge of this Indenture.

The obligations of the Company and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall be joint and several liabilities of the Company and each of the Guarantors and shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any applicable Bankruptcy Law.

For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to this Article Seven. The provisions of this Section 7.07 shall apply to Trustee in its capacity as Paying Agent, Registrar and any other Agent under this Indenture.

SECTION 7.08. Replacement of Trustee.

The Trustee may resign by so notifying the Company and the Guarantors in writing. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by notifying the Company and the removed Trustee in writing and may appoint a successor Trustee with the Company’s written consent, which consent shall not be unreasonably withheld. The Company may remove the Trustee at its election if:

(1) the Trustee fails to comply with Section 7.10;

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(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.07, transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Noteholder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10, the successor corporation without any further act shall be the successor Trustee; provided that such entity shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1) and (2) in every respect. The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in the most recent applicable published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

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SECTION 7.11. Preferential Collection of Claims Against Company.

The Trustee is subject to and shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311 (b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 7.12. Paying Agents.

The Company shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 7.12:

(A) that it will hold all sums held by it as agent for the payment of principal of, or premium, if any, or interest on, the Notes (whether such sums have been paid to it by the Company or by any obligor on the Notes) in trust for the benefit of Holders of the Notes or the Trustee;

(B) that it will at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and

(C) that it will give the Trustee written notice within three Business Days of any failure of the Company (or by any obligor on the Notes) in the payment of any installment of the principal of, premium, if any, or interest on, the Notes when the same shall be due and payable.

ARTICLE EIGHT

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 8.01. Without Consent of Noteholders.

Notwithstanding Section 8.02, the Company and Trustee may modify and amend this Indenture, the Notes, the Note Guarantees or any Security Document without the consent of any Holder for any of the following purposes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of Physical Notes;

(3) to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets;

(4) to add any additional assets as Collateral or to release Collateral as permitted under the terms of this Indenture and the Security Documents;

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(5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture;

(6) to confirm and evidence the release, termination or discharge of any Collateral or any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture;

(7) to add to the covenants of the Company and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company and the Guarantors;

(8) to provide for or confirm the issuance of Exchange Notes and Additional Notes;

(9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or

(10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

SECTION 8.02. With Consent of Noteholders.

(a) Except to the extent provided in Section 8.01 and subsections (b) and (c) and this Section 8.02, this Indenture, the Notes, the Note Guarantees or any provision of any Security Document (except as provided therein) or the Proceeds Sharing Agreement (except as provided therein) affecting the Holders may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes, the Note Guarantees or any provision of the Security Documents or the Proceeds Sharing Agreement affecting the Holders may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).

(b) Notwithstanding subsection (a) of this Section 8.02, except as provided in subsection (c) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):

(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver or make any change to this Section 8.02(b);

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(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 or 4.12 of this Indenture;

(3) reduce the rate of or change the time for payment of interest on any such Notes;

(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration) in accordance with the provisions of Article Six;

(5) make any such Note payable in currency other than that stated in such Note;

(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of, and interest and Additional Amounts, if any, on the Notes or otherwise impair the right to institute suit for the enforcement of any payment on or with respect to the Notes, the Note Guarantees or the Security Documents;

(7) after the Company’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer with respect to a Change of Control that has occurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;

(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or

(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes.

(c) Notwithstanding the foregoing, (i) in addition to the release of Collateral expressly permitted by this Indenture and the Security Documents, Collateral may be released under this Indenture and the Security Documents with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding and (ii) if both (a) a Default or Event of Default shall have occurred and be continuing with respect to the Notes and (b) there shall have been commenced and be continuing with respect to the Company either (x) an amicable settlement (réglement amiable) proceeding under Article L611-3 of the French Commercial Code, (y) an ad hoc mandate (Mandat Ad Hoc) or (z) a bankruptcy proceeding (Redressement Judiciaire) under Article L620-1 et seq. of the French Commercial Code, then, subject to applicable United States securities laws including, without limitation, the TIA, the provisions of this Indenture and all of the Notes and Note Guarantees described in clauses (1) through (9) of

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Section 8.02(b) may be amended and/or all or any portion of such Notes may be exchanged for other securities of the Company, in each case, with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding; provided that each such amendment, waiver or exchange, as the case may be, shall apply equally to all Notes issued under this Indenture unless otherwise consented to by the Holder of each Note to which such amendment, waiver or exchange shall not so apply.

(d) It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

(e) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

SECTION 8.03. Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture, the Notes or the Note Guarantees shall comply with the TIA as then in effect.

SECTION 8.04. Revocation and Effect of Consents.

(a) After an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder of a Note is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Note or portion thereof, and of any Note issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Note.

(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Noteholders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Noteholders after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the consent of the requisite number of Noteholders has been obtained.

(c) After an amendment, supplement, waiver or other action under Section 8.01 or this Section 8.02 becomes effective, it shall bind every Noteholder, unless it makes a change described in any of clauses (1) through (9) of Section 8.02(b) (and that is not subject to Section 8.02(c)). In that case the amendment, supplement, waiver or other action shall bind each Noteholder who has consented to it and every subsequent Noteholder or portion of a Note that evidences the same debt as the consenting Holder’s Note.

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SECTION 8.05. Notation on or Exchange of Notes.

If an amendment, supplement, or waiver changes the terms of a Note, the Trustee (in accordance with the specific written direction of the Company) shall request the Holder of the Note (in accordance with the specific written direction of the Company) to deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on the Note about the changed terms and return it to the Noteholder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue, the Guarantors shall endorse, and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 8.06. Trustee To Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Eight if the amendment, supplement or waiver does not affect the rights, duties, liabilities or immunities of the Trustee. If it does affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may, but need not, sign such amendment, supplement or waiver. In signing or refusing to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.01, shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating, in addition to the matters required by Section 12.04, that such amendment, supplement or waiver is authorized or permitted by this Indenture and is a legal, valid and binding obligation of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms (subject to customary exceptions).

ARTICLE NINE

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01. Discharge of Indenture.

This Indenture will be discharged and will cease to be of further effect as to all Notes and Note Guarantees, and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Notes and the Note Guarantees, when either:

(1) the Company delivers to the Trustee all outstanding Notes issued under this Indenture (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) for cancellation; or

(2) (a) all Notes outstanding under this Indenture have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption, or will become due and payable within one year, and the Company or any Guarantor irrevocably

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deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in Euros, EU Government Obligations or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes outstanding under this Indenture on the maturity date or on the applicable optional redemption date, as the case may be; (b) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (c) the Company or any Guarantor has paid or caused to be paid all sums payable by the Company or any Guarantor under this Indenture; and (d) the Company has delivered (I) irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be, and (II) an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and that such satisfaction and discharge does not result in a default under any agreement or instrument then known to such counsel which binds or affects the Company.

The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company in Article Two and in Sections 4.01, 4.02, 7.07, 9.05 and 9.06 shall survive such satisfaction and discharge.

SECTION 9.02. Legal Defeasance.

The Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes on a date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.06, execute instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive solely from the trust funds described in Section 9.04 and as more fully set forth in Section 9.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (2) the Company’s obligations with respect to such Notes under Article Two and Sections 4.02, 4.03 and 4.05, (3) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07) and the Company’s obligations in connection therewith and (4) this Article Nine.

Concurrently with any Legal Defeasance, the Company may, at its further option, cause to be terminated, as of the date on which such Legal Defeasance occurs, all of the

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obligations under any or all of the Note Guarantees, if any, then existing and obtain the release of the Note Guarantees of any or all Guarantors. In order to exercise such option regarding a Note Guarantee, the Company shall provide the Trustee with written notice of its desire to terminate such Note Guarantee prior to the delivery of the Opinions of Counsel referred to in Section 9.04.

Subject to compliance with this Article Nine, the Company may exercise its option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 9.03 below with respect to the Notes.

SECTION 9.03. Covenant Defeasance.

The Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors under Sections 4.08, 4.09 (other than subsection (d) of Section 4.09), 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17 and 4.18 (except for obligations mandated by the TIA) and clauses (3) and (4) of Section 5.01(a) released with respect to the outstanding Notes on a date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may fail to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture, the Notes and the Note Guarantees shall be unaffected thereby. In addition, upon the Company’s exercise of the option in this Section 9.03, subject to the satisfaction of the conditions set forth in Section 9.04, Sections 6.01(3), (4), (5) and (6) shall not constitute Events of Default.

Notwithstanding any discharge or release of any obligations under this Indenture pursuant to Section 9.02 or this Section 9.03, the Company’s obligations in Article Two and Sections 7.07, 9.05, 9.06, 9.07 and 9.08 shall survive until such time as the Notes have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 9.05, 9.07 and 9.08 shall survive.

SECTION 9.04. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of Section 9.02 or Section 9.03 to the outstanding Notes:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes issued under this Indenture cash in Euros, EU Government Obligations or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal, premium, if any, and interest on the Notes outstanding under this Indenture on the stated maturity date or on the applicable optional redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date;

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(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes outstanding under this Indenture will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the Notes outstanding under this Indenture will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which Parent or any of its Restricted Subsidiaries is a party or by which Parent or any of its Restricted Subsidiaries is bound;

(6) the Company must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to such Trustee to the effect that assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable Bankruptcy Law, after the 91st day following the deposit, the trust funds will not be subject to the effect of applicable Bankruptcy Law;

(7) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes issued under this Indenture over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(8) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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SECTION 9.05. Deposited Money and EU Government Obligations To Be Held in Trust.

All money and EU Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law.

The Company and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the EU Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a request of the Company any money or EU Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 9.06. Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money or EU Government Obligations in accordance with Section 9.01, 9.02 or 9.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and each Guarantor’s obligations under this Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Nine until such time as the Trustee or such Paying Agent is permitted to apply all such money or EU Government Obligations in accordance with Section 9.01; provided that if the Company or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of their obligations, the Company or the Guarantors, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or EU Government Obligations held by the Trustee or any Paying Agent.

SECTION 9.07. Moneys Held by Paying Agent.

In connection with the satisfaction and discharge of this Indenture, all moneys and EU Government Obligations then held by any Paying Agent under the provisions of this Indenture shall, upon written demand of the Company, be paid or delivered to the Trustee, or if sufficient moneys and EU Government Obligations have been deposited pursuant to Section 9.04, to the Company upon a request of the Company (or, if such moneys and EU Government Obligations had been deposited by the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

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SECTION 9.08. Moneys Held by Trustee.

Any moneys and EU Government Obligations deposited with the Trustee or any Paying Agent or then held by the Company or the Guarantors in trust for the payment of the principal of, or premium, if any, or interest on any Note that are not applied but remain unclaimed by the Holder of such Note for two years after the date upon which the principal of, or premium, if any, or interest on such Note shall have respectively become due and payable shall be repaid or returned to the Company (or, if appropriate, the Guarantors) upon a request of the Company, or if such moneys and EU Government Obligations are then held by the Company or the Guarantors in trust, such moneys and EU Government Obligations shall be released from such trust; and the Holder of such Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantors for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneys and EU Government Obligations shall thereupon cease; provided that the Trustee or any such Paying Agent, before being required to make any such repayment, may, at the expense of the Company and the Guarantors, either mail to each Noteholder affected, at the address shown in the register of the Notes maintained by the Registrar pursuant to Section 2.07, or cause to be published once a week for two successive weeks, in one newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, the State of New York, and in one newspaper published in the English language, customarily published each Business Day and of general circulation in London, England, a notice that such moneys and EU Government Obligations remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys and EU Government Obligations then remaining will be repaid or returned to the Company. After payment or return to the Company or the Guarantors or the release of any moneys and EU Government Obligations held in trust by the Company or any Guarantors, as the case may be, Holders entitled thereto must look only to the Company and the Guarantors for payment as general creditors unless applicable abandoned property law designates another Person.

ARTICLE TEN

GUARANTEE OF SECURITIES

SECTION 10.01. Guarantee.

The Guarantors, by execution of this Indenture, jointly and severally, guarantee to each Holder (i) the due and punctual payment of the principal of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders or the Trustee all in accordance with the terms of such Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that

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the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that, subject only to the applicable provisions, if any, of Section 10.06, its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note or this Indenture, any waiver, modification or indulgence granted to the Company with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor.

Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Note Guarantees.

SECTION 10.02. Execution and Delivery of Note Guarantee.

To further evidence the Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Note Guarantee, substantially in the form attached hereto as Exhibit G, shall be endorsed on each Note authenticated and delivered by the Trustee and such Note Guarantee shall be executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall be in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture or a Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Note Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Note shall be valid nevertheless.

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The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantor.

SECTION 10.03. Release of Guarantors.

(a) The Note Guarantee of a Guarantor (other than Parent or Crown) will be unconditionally released and discharged upon any of the following:

(1) any Transfer (including, without limitation, by way of consolidation or merger) by Parent or any Restricted Subsidiary to any Person that is not a Restricted Subsidiary of Parent of all of the Equity Interests of, or all or substantially all of the properties and assets of, such Guarantor, which sale, exchange or transfer is made in accordance with the provisions of this Indenture;

(2) any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) by Parent or any Restricted Subsidiary to any Person that is not a Restricted Subsidiary of Parent of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, which Transfer or issuance is made in accordance with the provisions of this Indenture, such that such Guarantor ceases to be a Subsidiary of Parent; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness of the Company, Parent and each other Guarantor;

(3) if such Guarantor is a Domestic Subsidiary of Parent, the release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under the New Credit Facility and under all Guarantees and other obligations of such Guarantor in respect of Indebtedness of the Company, Parent and each other Guarantor;

(4) if such Guarantor is a Restricted Subsidiary of the Company, the release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under the New Credit Facility and under all Guarantees and other obligations of such Guarantor in respect of Indebtedness of the Company, Parent and each other Guarantor; or

(5) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under the New Credit Facility and under all Guarantees and other obligations of such Guarantor in respect of Indebtedness of the Company, Parent and each other Guarantor.

(b) Except as provided under Article Five, a Note Guarantee of Parent or Crown may be released and discharged only in accordance with Article Eight; provided that the Note Guarantee of Crown may also be released and discharged upon satisfaction of any of the conditions set forth in clause (1), (2) or (5) of subsection (a) of this Section 10.03 and, if Crown is also released as guarantor in respect of the Second Priority Notes and the Third Priority Notes, clause (3) of subsection (a) of this Section 10.03.

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(c) No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) if a Default or Event of Default shall have occurred and be continuing under this Indenture as of the time of such proposed release until such time as such Default or Event of Default is cured and waived (unless such release is in connection with the Transfer of the Equity Interests in such Guarantor made in accordance with this Indenture and the Security Documents if, but for the existence of such Default or Event of Default such Guarantor would otherwise be entitled to be released from its Note Guarantee following the Transfer of such Equity Interests) and (ii) until the Company shall have delivered to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such release and discharge is authorized and permitted under this Indenture.

(d) The Trustee shall execute any documents reasonably requested by either the Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten.

SECTION 10.04. Waiver of Subrogation.

Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.04 is knowingly made in contemplation of such benefits.

SECTION 10.05. Notice to Trustee.

The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the Note Guarantees. Notwithstanding the provisions of this Article Ten or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Note Guarantees, unless and until the Trustee shall have received written notice thereof from the Company no later than one Business Day prior to such payment; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of

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Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice referred to in this Section 10.05 at least one Business Day prior to the date upon which by the terms hereof any such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of, premium, if any, or interest on any Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it less than one Business Day prior to such date.

SECTION 10.06. Limitation on Guarantor’s Liability.

(a) To the extent applicable, a Guarantor’s liability in respect of its Note Guarantee shall be limited to the extent set forth below:

(1) Limitations Applicable to U.S. Guarantors. Each Guarantor that is incorporated, organized or formed, as the case may be, under the laws of the United States, any State thereof or the District of Columbia (a “U.S. Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the Guarantee of a U.S. Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, each Holder and each U.S. Guarantor hereby irrevocably agree that the obligations of a U.S. Guarantor under its Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such U.S. Guarantor result in the obligations of such U.S. Guarantor not constituting such a fraudulent transfer or conveyance.

(2) Limitations Applicable to Belgian Guarantors. Each Guarantor that is incorporated, organized or formed, as the case may be, in Belgium (a “Belgian Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirms that notwithstanding any other provision of this Indenture, or any related agreements or certificates, the maximum aggregate liability hereunder of any such Belgian Guarantor will be limited so that the aggregate of such Belgian Guarantor’s liability hereunder plus all other liabilities (including conditional guarantees) of such Belgian Guarantor will not exceed its financial capacity or otherwise result in insolvency of such Belgian Guarantor nor exceed any other limitation imposed by Belgian law.

(3) Limitations Applicable to German Guarantors. Each Guarantor incorporated, organized or formed, as the case may be, in Germany (a “German Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirm that the liability of such German Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such

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Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each German Guarantor that makes a payment or distribution under its Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor. The obligation of any German Guarantor under this Article Ten will be binding only to the extent that it would not result in a prohibited repayment to such Guarantor’s shareholders of assets necessary to maintain the nominal registered capital of such German Guarantor (Section 30 et seq. GmbH Act).

(4) Limitations Applicable to Swiss Guarantors. Each Guarantor incorporated, organized or formed, as the case may be, in Switzerland (a “Swiss Guarantor”) and by its acceptance hereof, each Holder and the Trustee, hereby confirm that the liability of such Swiss Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Swiss Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor, result in the obligations of such Swiss Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of any Swiss Guarantor under its Note Guarantee shall be limited so that they do not result in a prohibited repayment of the registered share capital of such Swiss Guarantor, and infringe the mandatory provisions on reserves (Sections 671 to 674 of the Swiss Code of Obligations).

(5) Limitations Applicable to French Guarantors. Each Guarantor incorporated, organized or formed, as the case may be, in France (a “French Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirm that the liability of such French Guarantor shall be limited to the extent required by applicable law to the amount any such French Guarantor can pay without exceeding its financial capacity or otherwise resulting in insolvency of such French Guarantor.

(6) Limitations Applicable to Other Guarantors. Each Guarantor that is incorporated, organized or formed, as the case may be, under the laws of any jurisdiction other than one set forth in clauses (1) through (5) above (an “Other Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the Guarantee of an Other Guarantor does not constitute a fraudulent transfer or conveyance for purposes applicable law. To effectuate the foregoing intention, each Holder and each Other Guarantor hereby irrevocably agree that the obligations of an Other Guarantor under its Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Other Guarantor result in the obligations of such Other Guarantor not constituting such a fraudulent transfer or conveyance.

“Adjusted Net Assets” of a Guarantor at any date means the lesser of (1) the amount by which (x) the fair value of the assets of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities, but excluding liabilities under its Note Guarantee, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds (2) the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent

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liabilities and after giving effect to any collection from any Subsidiary of such Guarantor in respect of the obligations of such Guarantor under its Note Guarantee), excluding Indebtedness in respect of its Note Guarantee, as they become absolute and matured.

(b) If following the date of this Indenture and notwithstanding anything in Section 8.02 to the contrary:

(1) (i) there shall be any change in the laws of the jurisdictions set forth in clauses (1) through (5) of subsection (a) of this Section 10.06 or (ii) any Restricted Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction other than ones set forth in clauses (1) through (5) of subsection (a) of this Section 10.06 (a “Future Guarantor”) shall be required to execute a Note Guarantee and the Company shall reasonably determine that clause (6) with respect to Other Guarantors shall not adequately address the limitations on such Guarantee imposed by applicable law of the jurisdiction of incorporation, organization or formation, as the case may be, of any such Future Guarantor; or

(2) the Company shall reasonably determine that is shall be necessary or advisable to amend the terms of clauses (1) through (5) of subsection (a) of this Section 10.06 or to add additional provisions related to the limitations imposed on the Note Guarantee of a Future Guarantor,

then upon the deliver of an Officers’ Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, the Company shall be entitled to amend such clauses or add such additional provisions (including any related modifications to the form of Guarantee attached hereto as Exhibit G), as the case may be, in order for the Note Guarantee of a Guarantor not to so violate applicable law.

ARTICLE ELEVEN

SECURITY DOCUMENTS; PROCEEDS SHARING AGREEMENT

SECTION 11.01. Security Documents.

In order to secure the due and punctual payment of the principal, premium, if any, and interest on the Notes, when the same shall be due and payable, whether on an Interest Payment Date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes and the Note Guarantees, the Company and the Guarantors shall, on the Issue Date, enter into each Security Document which by its terms requires such Guarantor to become a party thereto. Any Subsidiary of Parent who, after the Issue Date, becomes a Guarantor under this Indenture shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document. Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Trustee to enter into the Security Documents on its behalf and on behalf of such Holder, to appoint the

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Collateral Agents to serve as collateral agents and representatives of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agents pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agents the security interest in the Collateral contemplated by this Indenture, the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured thereby, according to the intent and purposes herein and therein expressed. The Company shall take, upon the written request of the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the Company under this Indenture, the Notes and the Note Guarantees, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Collateral Agents for the benefit of the Holders, the Trustee and other Persons for whose benefit the Collateral Agent or Trustee, as applicable, acts pursuant to the Security Documents.

The Trustee shall, upon receipt of an Officers’ Certificate designating any amendment, refinancing successor or replacement agreement to the New Credit Facility as a New Credit Facility pursuant to the definition of New Credit Facility, (i) acknowledge in writing to the Company that, as may be requested in the Officers’ Certificate, the Security Documents and, if applicable, the Proceeds Sharing Agreement shall be applicable to the obligations of Parent or any of its Subsidiaries pursuant to such New Credit Facility, or (ii) execute new Security Documents and, if applicable, a Proceeds Sharing Agreement on substantially identical terms as the existing Security Documents and Proceeds Sharing Agreement, with such changes therein as are necessary to reflect such New Credit Facility and the parties thereto. Any collateral held by a Collateral Agent (as defined in the applicable Security Documents) for the benefit of the Holders shall constitute Collateral for purposes of this Indenture.

The Company covenants and agrees with the Trustee and each Holder that, for so long as the Notes shall be secured by a Lien on any Collateral, the Notes shall be secured by a pledge of 100% of the Equity Interests in the Pledged Holdco pursuant to the Security Documents.

SECTION 11.02. Recordings and Opinions.

(a) The Company and the Guarantors shall take or cause to be taken all action required under the Security Documents to maintain, perfect, preserve and protect the Lien on and security interests in the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, mortgages, the Security Documents (or a short form version thereof) and other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Holders and the Trustee under this Indenture and the Security Documents to

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all property comprising the Collateral. The Company shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance required hereto or pursuant to the Security Documents. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owing.

(b) The Company shall furnish or cause to be addressed and furnished to the Trustee:

(1) at the time of execution and delivery of this Indenture, Opinions of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the Bank Agents, any Collateral Agent and/or the Initial Purchasers relating to any of the Collateral and/or the Security Documents; and

(2) at the time of delivery thereof after the Issue Date, Opinions of Counsel substantially in the form of any opinions of counsel delivered after the Issue Date to the Bank Agents or any Collateral Agent relating to any of the Collateral and/or the Security Documents.

(c) The Company and the Guarantors shall at all times comply with the provisions of TIA § 314(b) as then in effect.

SECTION 11.03. Possession, Use and Release of Collateral.

(a) Each Holder, by accepting a Note, consents and agrees to the provisions of the Security Documents governing the possession, use and release of Collateral. Without limiting the generality of the foregoing, each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted only in accordance with the terms of the Security Documents; provided that Collateral may be released under this Indenture and the Security Documents with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, as provided under Section 8.02(c).

(b) Notwithstanding the foregoing, the release of any Collateral from the Lien and security interest created by this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents.

(c) The fair value of Collateral released from the Liens and security interest created by this Indenture and the Security Documents pursuant to the terms of the Security Documents shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens and security interest created by this Indenture and the Security Documents in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1). It is expressly understood that Section 11.08 and this Section 11.03 relate only to the Company’s and the Guarantor’s obligations under the TIA and shall not restrict or otherwise affect the Company’s and the Guarantor’s rights or abilities to release Collateral pursuant to the terms of the Credit Facility and the Security Documents or as otherwise permitted by the Lenders.

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SECTION 11.04. Suits To Protect Collateral.

Subject to the provisions of Sections 7.01 and 7.02, the Trustee may, subject to the provisions of the Security Documents, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Agents to take all actions it deems necessary or appropriate in order to enforce any of the terms of the Security Documents and collect and receive any and all amounts payable in respect of the obligations of the Company and the Guarantors under this Indenture, the Notes and the Note Guarantees. Subject to the provisions of the Security Documents, the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Trustee and the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Lien and security interest created by this Indenture and the Security Documents or be prejudicial to the interests of the Holders or the Trustee).

SECTION 11.05. Purchaser Protected.

In no event shall any purchaser in good faith of any property purported to be released from the Lien and security interest created by this Indenture and the Security Documents be bound to ascertain the authority of the Trustee or the applicable Collateral Agent, as the case may be, to execute the release or to inquire as to the satisfaction of any conditions required by the provisions of this Indenture or the Security Documents for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article Eleven and the Security Documents to be sold be under obligation to ascertain or inquire into the authority of the Company or any Guarantor to make any such sale or other transfer.

SECTION 11.06. Powers Exercisable by Receiver or Trustee.

In case Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article Eleven and the Security Documents upon the Company and the Guarantors with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or a Guarantor or of any Officer or Officers of the Company or a Guarantor required by the provisions of this Article Eleven.

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SECTION 11.07. Determinations Relating to Collateral.

In the event (i) the Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or any Guarantor’s obligations with respect thereto, (ii) there shall be required from the Trustee under the provisions of any Security Document any performance or the delivery of any instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant or any breach of any representation or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 8.01) or under the applicable Security Documents, then, in each such event, the Trustee shall, within seven Business Days, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Section 8.02(c)(i), the Holders of not less than a majority in aggregate principal amount of the outstanding Notes pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 11.07, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the outstanding Notes (subject to Section 8.02(c)(i)); provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of Holders pursuant to Section 6.05.

SECTION 11.08. Certificates of the Company and the Guarantors.

To the extent applicable, the Company and the Guarantors shall comply (or cause compliance) with TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien and security interest of this Indenture and the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of this Indenture and the Security Documents. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Company or a Guarantor, as applicable, except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the applicable Collateral Agent in the exercise of reasonable care.

SECTION 11.09. Certificates of the Trustee.

In the event that the Company or any Guarantor wishes to release Collateral in accordance with this Indenture and the Security Documents and has delivered the certificates and documents required by this Indenture and the Security Documents, the Trustee shall determine whether it has received all documentation required by TIA § 314(d) in connection with such

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release and, based on the Opinion of Counsel delivered pursuant to Section 12.04(2), shall deliver a certificate to the applicable Collateral Agent setting forth such determination. The Trustee, however, shall have no duty to confirm the legality or validity of such documents, its sole duty being to certify that it has received such documentation which on their face conform to TIA § 314(d).

SECTION 11.10. Termination of Security Interest.

In the event that the Company delivers an Officers’ Certificate certifying that its obligations under this Indenture and the Notes have been satisfied and discharged by complying with the provisions of Article Nine, and such other documents and/or funds as are required to be delivered or paid pursuant to Article Nine, the Trustee shall notify the Collateral Agents under the Security Documents that such obligations have been satisfied and discharged in accordance with the terms of this Indenture, and shall take such other actions in connection therewith as may be required or contemplated by the Security Documents to be taken by the Trustee.

SECTION 11.11. Euro Collateral Agent as Joint Creditor.

Each party to this Indenture and the Noteholders agree that, for so long as the obligations under this Indenture and the Notes shall be secured by any Collateral, the Euro Collateral Agent (and any agent or sub-agent of the Euro Collateral Agent) shall be the joint and several creditor (together with the relevant Noteholder) of each and every obligation of the Company and the Guarantors towards each of the Noteholders under or in connection with this Indenture and the Notes, and that accordingly the Euro Collateral Agent (and any agent or sub-agent of the Euro Collateral Agent) will have its own and independent right to demand performance by the Company and the Guarantors of those obligations. However, any discharge of any such obligation towards the Euro Collateral Agent (and any agent or sub-agent of the Euro Collateral Agent) or the relevant Noteholder shall, to the same extent, discharge the corresponding obligation towards the other.

SECTION 11.12. Matters Relating to Proceeds Sharing Agreement.

(a) The rights of the Holders of the Notes and the Trustee under this Indenture, the Notes, the Note Guarantees and the Security Documents shall be subject to the provisions of the Proceeds Sharing Agreement. Each Holder, by its acceptance of a Note, consents and agrees to all of the terms and provisions of the Proceeds Sharing Agreement, as the same may be amended from time to time pursuant to the terms of the Proceeds Sharing Agreement and this Indenture, and authorizes and directs the Trustee to enter into the Proceeds Sharing Agreement on its behalf and on behalf of such Holder, to appoint the Sharing Agent to serve as global participation and proceeds sharing agent and representative of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith.

(b) Subject to the provisions of Sections 7.01 and 7.02 and the Proceeds Sharing Agreement, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Sharing Agent to take all actions it deems necessary or appropriate in connection with the Proceeds Sharing Agreement. The Trustee shall

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have power to institute and maintain such suits and proceedings as it may deem expedient to preserve or protect its rights and interests and the rights and interests of the Holders of the Notes under the Proceeds Sharing Agreement (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would be prejudicial to the rights and interests of the Holders or to the Trustee).

(c) In the event (i) the Trustee shall receive any written request from any party to the Proceeds Sharing Agreement for consent or approval with respect to any matter or thing relating to the Proceeds Sharing Agreement, (ii) there shall be required from the Trustee under the provisions of the Proceeds Sharing Agreement any performance or the delivery of any instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by any party thereto of any covenant or any breach of any representation or warranty set forth in Proceeds Sharing Agreement, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 8.01) or under the Proceeds Sharing Agreement, then, in each such event, the Trustee shall, within seven Business Days, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Section 8.02, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 11.12, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the outstanding Notes (subject to Section 8.02); provided that the Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of Holders pursuant to Section 6.05.

(d) Unless otherwise provided in the Proceeds Sharing Agreement, upon the occurrence and during the continuance of a Triggering Event under the Proceeds Sharing Agreement, the Trustee shall direct the Company any each Guarantor to make all payments in respect of the Notes and the Note Guarantees to the Sharing Agent under the Proceeds Sharing Agreement. In the event that notwithstanding the foregoing, the Trustee or any Holder, shall have received any payment prohibited by the foregoing provisions, then and in such event such payment shall be paid over and delivered forthwith to the Sharing Agent to be held and distributed in accordance with the terms of the Proceeds Sharing Agreement.

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(e) Until the termination of the Proceeds Sharing Agreement in accordance with the terms thereof, the Trustee will cause to be clearly, conspicuously and prominently inserted on the face of each Note the following legend:

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN FIRST AMENDED AND RESTATED GLOBAL PARTICIPATION AND PROCEEDS SHARING AGREEMENT DATED AS OF SEPTEMBER 1, 2004 AMONG CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, CITIBANK INTERNATIONAL PLC, AS UK ADMINISTRATIVE AGENT, CITICORP TRUSTEE COMPANY LIMITED, AS EURO COLLATERAL AGENT, WELLS FARGO BANK, N.A., AS TRUSTEE, CITICORP NORTH AMERICA, INC., AS SHARING AGENT, AND THE OTHER PERSONS WHO MAY BECOME PARTIES THERETO FROM TIME TO TIME, AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE GLOBAL PARTICIPATION AND PROCEEDS SHARING AGREEMENT.

(f) The Trustee shall promptly notify the Company of the occurrence of the termination of the Proceeds Sharing Agreement.

ARTICLE TWELVE

MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified. If any provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture.

The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

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SECTION 12.02. Notices.

Except for notice or communications to Holders, any notice or communication shall be given in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, addressed as follows:

If to the Company or any Guarantor:

Crown European Holdings SA

Le Colisée I

Rue Fructidor

75830 Paris Cedex 17

France

Attn: William R. Apted

Telephone: 33 1 4918 4000

Facsimile: 33 1 4918 4001

With copies to:

Crown Holdings, Inc.

One Crown Way

Philadelphia, PA 19154-4599

Attn: General Counsel

Telephone: (215) 698-5100

Facsimile: (215) 676-6011

and:

Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103

Attn: William G. Lawlor

Telephone: (215) 994-4000

Facsimile: (215) 994-2222

If to the Trustee:

Wells Fargo Bank, N.A.

Corporate Trust Services

Sixth Street & Marquette Avenue

Minneapolis, MN 55479

Attn: Jeffery Rose

Telephone: (612) 667-0337

Facsimile: (612) 667-9825

The Company, the Guarantors or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given at the time delivered by hand, if personally delivered; five (5)

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calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee); when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee receives it.

In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 12.03. Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Guarantors, the Trustee, the Registrar, each Agent and anyone else shall have the protection of TIA § 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor shall furnish to the Trustee:

(1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 below) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 below) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

SECTION 12.05. Statements Required in Certificate and Opinion.

Each certificate and opinion with respect to compliance by or on behalf of the Company or any Guarantor with a condition or covenant provided for in this Indenture shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

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(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, it or he has made such examination or investigation as is necessary to enable it or him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with.

SECTION 12.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or meetings of Noteholders. The Registrar and Paying Agent may make reasonable rules for their functions.

SECTION 12.07. Business Days; Legal Holidays.

A “Business Day” is a day that is not a Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banks in The City of New York, the State of New York or London, England are authorized or required by law to close. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

SECTION 12.08. Governing Law.

This Indenture, the Notes and the Note Guarantees shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

SECTION 12.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan, security or debt agreement of Parent or any Subsidiary thereof. No such indenture, loan, security or debt agreement may be used to interpret this Indenture.

SECTION 12.10. Successors.

All agreements of the Company and the Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee, any additional trustee and any Agents in this Indenture shall bind its successor.

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SECTION 12.11. Multiple Counterparts.

The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

SECTION 12.12. Table of Contents, Headings, etc.

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.13. Separability.

Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.14. Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

(a) By the execution and delivery of this Indenture, the Company and each Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes, the Note Guarantees and the Security Documents that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company in accordance with this Section 12.14 shall be deemed in every respect effective service of process upon the Company or any Guarantor, if any, in any such suit or proceeding. The Company and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Company or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 12.14 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 12.14. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, the State of New York.

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(b) To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes, the Note Guarantees and the Security Documents. In addition, the Company and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes, the Note Guarantees or the Security Documents or the subject matter hereof or thereof may not be enforced in such courts.

(c) The Company and the Guarantors agree that 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. Nothing in this Section 12.14 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Company or any Guarantor or its property in the courts of any other jurisdictions.

SECTION 12.15. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions.

(a) Euros are the sole currency of account and payment for all sums payable by the Company and the Guarantors under or in connection with the Notes, the Note Guarantees of the Notes or this Indenture, including damages related thereto. Any amount received or recovered in a currency other than Euro by a Holder of the Notes (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Company or otherwise) in respect of any sum expressed to be due to it from the Company shall only constitute a discharge to the Company to the extent of the Euro amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that Euro amount is less than the Euro amount expressed to be due to the recipient under the Notes, the Company shall indemnify it against any loss sustained by it as a result as set forth in Section 12.15(b). In any event, the Company and the Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 12.15, it will be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating sources of information used) that it would have suffered a loss had an actual purchase of Euros been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of Euros on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). The indemnities set forth in this Section 12.15 constitute separate and independent obligations from other obligations of the Company and the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder of the Notes and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Notes.

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(b) The Company and the Guarantors, jointly and severally, covenant and agree that the following provisions shall apply to conversion of currency in the case of the Notes, the Note Guarantees and this Indenture:

(1)	(A)	If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due in any other currency (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).
	(B)	If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company and the Guarantors will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due.

(2) In the event of the winding-up of the Company or any Guarantor at any time while any amount or damages owing under the Notes, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company and the Guarantors shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the Euro Currency Equivalent of the amount due or contingently due under the Notes, the Guarantees and this Indenture (other than under this subsection (b)(2)) is calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this subsection (b)(2), the final date for the filing of proofs of claim in the winding-up of the Company or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company or such Guarantor may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.

(c) The obligations contained in subsections (a), (b)(1)(B) and (b)(2) of this Section 12.15 shall constitute separate and independent obligations from the other obligations of the Company and the Guarantors under this Indenture, shall give rise to separate and independent causes of action against the Company and the Guarantors, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company or any Guarantor for a liquidated sum in respect of amounts due hereunder (other than under subsection (b)(2) above) or under any such judgment or

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order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or any Guarantor or the liquidator or otherwise or any of them. In the case of subsection (b)(2) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

(d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00 a.m. (New York time) for spot purchases of the Base Currency with the Judgment Currency other than the Base Currency referred to in subsections (b)(1) and (b)(2) above and includes any premiums and costs of exchange payable.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above.

CROWN EUROPEAN HOLDINGS SA, as Issuer
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact

S-1

GUARANTORS:
CROWN HOLDINGS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer

Attest:
By:	/s/ Rosemary Haselroth
Name:	Rosemary Haselroth
Title:	Assistant Secretary

S-2

CENTRAL STATES CAN CO. OF PUERTO RICO, INC.

CROWN AMERICAS, INC.

CROWN BEVERAGE PACKAGING PUERTO RICO, INC.

CROWN CONSULTANTS, INC.

CROWN CORK & SEAL COMPANY (DE), LLC

CROWN CORK & SEAL COMPANY, INC.

CROWN FINANCIAL CORPORATION

CROWN FINANCIAL MANAGEMENT, INC.

CROWN INTERNATIONAL HOLDINGS, INC.

CROWN NEW DELAWARE HOLDINGS, INC.

CROWN PACKAGING TECHNOLOGY INC.

FOREIGN MANUFACTURERS FINANCE CORPORATION

NWR, INC.

CROWN BEVERAGE PACKAGING, INC.

CROWN CORK & SEAL USA, INC.

CROWN RISDON USA, INC.

CROWN ZELLER USA, INC.

CROWN HOLDINGS (PA), LLC

By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Authorized Officer

S-3

CROWN CORK & SEAL COMPANY (PA), INC.
By:	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	President

S-4

CROWN VERPAKKING BELGIË NV
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
889273 ONTARIO INC.
By:	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
CROWN RISDON CANADA INC.
By:	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
CROWN ZELLER PLASTIC CLOSURES CANADA INC.
By:	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
CROWN CANADIAN HOLDINGS ULC
By:	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary

S-5

CROWN METAL PACKAGING CANADA LP by its general partner
CROWN METAL PACKAGING CANADA INC.
By:	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
CROWN METAL PACKAGING CANADA INC.
By:	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
3079939 NOVA SCOTIA COMPANY/
3079939 COMPAGNIE DE LA NOUVELLE ECOSSE
By:	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary

S-6

CROWN ZELLER FRANCE SAS
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
SOCIETE DE PARTICIPATIONS CARNAUDMETALBOX SAS
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN ASTRA SAS
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN POLYFLEX SAS
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN BEVCAN FRANCE SAS
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact

S-7

CROWN EMBALLAGE FRANCE SAS
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN DEVELOPPEMENT SAS
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN VERPACKUNGEN DEUTSCHLAND GMBH
By:	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN BENDER GMBH
By:	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN NAHRUNGSMITTELDOSEN DEUTSCHLAND GMBH
By:	/s/ Regine Platz
Name:	Regine Platz
Title:

S-8

CROWN VERSCHLÜSSE DEUTSCHLAND GMBH
By:	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN SPECIALITY PACKAGING DEUTSCHLAND GMBH
By:	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN NAHRUNGSMITTELDOSEN GMBH
By:	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN ZELLER DEUTSCHLAND GMBH
By:	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN RAKU GMBH
By:	/s/ Regine Platz
Name:	Regine Platz
Title:

S-9

CROWN ZELLER ENGINEERING GMBH
By:	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN CORK & SEAL DEUTSCHLAND HOLDINGS GMBH
By:	/s/ Regine Platz
Name:	Regine Platz
Title:
CROWN ENVASES MEXICO, S.A. DE C.V.
By:	/s/ Luis Alonso Ruiz Shelley
Name:	Luis Alonso Ruiz Shelley
Title:	Attorney in fact
CROWN ZELLER MEXICO, S.A. DE C.V.
By:	/s/ Gerardo Orta Gutierrez
Name:	Gerardo Orta Gutierrez
Title:	Attorney in fact
CROWN MEXICAN HOLDINGS, S. DE R.L. DE C.V.
By:	/s/ Luis Alonso Ruiz Shelley
Name:	Luis Alonso Ruiz Shelley
Title:	Attorney in fact
CROWN OBRIST AG
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact

S-10

CROWN VOGEL AG
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact

S-11

CROWN UK HOLDINGS LIMITED
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CARNAUDMETALBOX OVERSEAS LIMITED
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN CORK & SEAL FINANCE PLC
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN PACKAGING UK PLC
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN UCP PLC
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact

S-12

CARNAUDMETALBOX ENGINEERING PLC
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN MASSMOULD LTD
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN SPECIALITY PACKAGING UK PLC
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CARNAUDMETALBOX GROUP UK LIMITED
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact
CROWN AEROSOLS UK LIMITED
By:	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney-In-Fact

S-13

WELLS FARGO BANK, N.A., as Trustee
By:	/s/ Jeffery Rose
Name:	Jeffery Rose
Title:	Corporate Trust Officer

S-14

EXHIBIT A-1

[FORM OF RESTRICTED NOTE]

CROWN EUROPEAN HOLDINGS SA

6 ¹/4% FIRST PRIORITY SENIOR SECURED NOTE DUE 2011

[Insert Global Note Legend, if applicable]

[Insert Private Placement Legend]

[Insert Proceeds Sharing Agreement Legend, if applicable]

No. [    ]	CUSIP No. [            ]
	ISIN No. [            ]
	Common Code No. [            ]
	€[            ]

CROWN EUROPEAN HOLDINGS SA, a French société anonyme, as issuer (the “Company”), for value received, promises to pay to [                    ] or registered assigns the principal sum of [                    ] on September 1, 2011.

Interest Payment Dates: March 1 and September 1, commencing March 1, 2005.

Record Dates: February 15 and August 15 (whether or not a Business Day).

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

A-1-1

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by two of its duly authorized officers.

CROWN EUROPEAN HOLDINGS SA

By:

Name:

Title:

By:

Name:

Title:

A-1-2

Certificate of Authentication

This is one of the 6 ¹/4% First Priority Senior Secured Notes due 2011 referred to in the within-mentioned Indenture.

WELLS FARGO BANK, N.A., as Trustee

By:

JPMORGAN CHASE BANK, LONDON BRANCH, as Authenticating Agent

By:

Dated: [                    ]

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[FORM OF REVERSE OF RESTRICTED NOTE]

CROWN EUROPEAN HOLDINGS SA

6 ¹/4% FIRST PRIORITY SENIOR SECURED NOTES DUE 2011

1. Interest. CROWN EUROPEAN HOLDINGS SA, a French société anonyme, as issuer (the “Company”), promises to pay interest on the principal amount set forth on the face hereof at a rate of 6.25% per annum. Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including September 1, 2004 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each March 1 and September 1, commencing March 1, 2005. Interest will be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. The Company shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by the Notes.

2. Method of Payment. The Company will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on February 15 or August 15 next preceding the interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in Euros. Interest may be paid by check mailed to the Holder entitled thereto at the address indicated on the register maintained by the Registrar for the Notes.

3. Paying Agent and Registrar. Initially, JPMorgan Chase Bank, London Branch will act as a Paying Agent and Registrar. The Company may change Paying Agent or Registrar without notice. The Company or any Affiliate thereof may act as Paying Agent or Registrar.

4. Indenture. The Company issued the Notes under an Indenture dated as of September 1, 2004 (the “Indenture”) among the Company, the Guarantors and the Trustee. This is one of an issue of Notes of the Company issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.

5. Optional Redemption.

(a) The Company may redeem the Notes, at its option, in whole at any time or in part from time to time (the “Make-Whole Redemption”), at a redemption price equal to the greater of:

(1) 100% of the principal amount of the Notes to be redeemed, and

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(2) the present value of the sum of the principal amount that would be payable on such Notes on September 1, 2011 and all remaining interest payments to and including September 1, 2011 (but excluding any interest accrued to the Make-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from September 1, 2011 to the Make-Whole Redemption Date at a per annum interest rate equal to the Applicable Treasury Rate on such Make-Whole Redemption Date plus 0.50%, in each case, plus accrued and unpaid interest, if any, to the applicable redemption date.

(b) Notwithstanding the foregoing, on or prior to September 1, 2007, the Company, on one or more occasions, may, at its option, redeem up to 35% in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price equal to 106.250% of their principal amount, plus accrued and unpaid interest, if any, to the Redemption Date, in each case with the net cash proceeds of one or more Equity Offerings by Parent to the extent that the net cash proceeds thereof are contributed to the common equity capital of the Company or are used to subscribe from the Company shares of Qualified Capital Stock of the Company; provided that (1) at least 65% in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture remain outstanding immediately after the occurrence of each such redemption and (2) such redemption occurs within 90 days of the date of the closing of any such Equity Offering.

6. Redemption for Changes in Withholding Tax. The Company may, at its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of France or any other jurisdiction in which the Company or any Guarantor is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, the date on which such successor Person became such pursuant to applicable provisions of this Indenture), the Company or a Guarantor has become or will become obligated to pay material Additional Amounts (pursuant to Section 4.16 of the Indenture) on the next date on which any amount would be payable with respect to the Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor.

No such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company or a Guarantor would be obligated to pay such Additional

A-1-5

Amounts were a payment in respect of the Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to elect to redeem have occurred and (ii) an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Company or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

7. Notice of Redemption. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed.

8. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

9. Registration Rights Agreement. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement. Capitalized terms used in this paragraph 9 and not otherwise defined have the meanings set forth in the Registration Rights Agreement.

In the event that (i) within 90 days after the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission, (ii) within 210 days after the Issue Date, the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, has not been declared effective, (iii) within 240 days after the Issue Date, the Exchange Offer has not been consummated or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject, in the case of the Shelf Registration Statement, to the exceptions set forth in the Registration Rights Agreement) in connection with resales of the Initial Placement or Exchange Securities in accordance with and during the periods specified in Sections 2(c)(iii) and 3(b)(ii) of the Registration Rights Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then liquidated damages (“Liquidated Damages”) will accrue on this Note from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Liquidated Damages will accrue at a rate equal to 0.50% per annum of the aggregate principal amount of the Notes during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, but in no event shall such Liquidated Damages exceed 1.50% per annum.

10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of €1,000 and integral multiples of €1,000. A Holder may

A-1-6

transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes or portion of a Note selected for redemption, or register the transfer of or exchange any Notes for a period of 15 days before a mailing of notice of redemption.

11. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of this Note for all purposes.

12. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment as general creditors unless an “abandoned property” law designates another Person.

13. Amendment, Supplement, Waiver, Etc. The Company and the Trustee may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the TIA providing for the assumption by a successor to the Company of its obligations to the Holders and making any change that does not adversely affect the rights of any Holder in any material respect. Other amendments and modifications of the Indenture or the Notes may be made by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of 66 ²/3% in aggregate principal amount of the outstanding Notes or the consent of the Holders of the particular Notes to be affected.

14. Restrictive Covenants. The Indenture imposes certain limitations on the ability of Parent and its Restricted Subsidiaries to, among other things, incur additional Indebtedness, pay dividends on, redeem or repurchase its Equity Interests, make certain investments, sell assets, create restrictions on the payment of dividends or other amounts to the Company from its Restricted Subsidiaries, enter into transactions with Affiliates, create Liens, enter into Sale and Leaseback Transactions or consolidate, merge or sell all or substantially all of the assets of Parent and its Restricted Subsidiaries and requires the Company to provide reports to Holders of the Notes. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the Company must annually report to the Trustee on compliance with such limitations.

15. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations.

16. Defaults and Remedies. Events of Default are set forth in the Indenture. If an Event of Default occurs and is continuing under this Indenture, either the Trustee, by notice in writing to the Company, or the Holders of at least (y) 25% in aggregate principal amount of the Notes then outstanding in the case of any Event of Default arising under any of clauses (1)

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through (9) of Section 6.01 and (z) a majority in principal amount of the Notes then outstanding in the case of any Event of Default arising under clause (10) of Section 6.01 may, in each case, by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, and the Trustee at the request of such Holders shall, declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable, and upon such declaration of acceleration, such principal, premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, however, that, notwithstanding the foregoing, if an Event of Default specified in Section 6.01(7) occurs with respect to Parent or the Company, the principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Notwithstanding the foregoing, if after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if:

(1) all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived;

(2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of or interest on the Notes) if it determines that withholding notice is in their best interests.

17. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

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18. No Recourse Against Others. No director, officer, employee, incorporator, member of the Board of Directors or holder of Capital Stock of Parent or of any Restricted Subsidiary, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability.

19. Discharge. The Company’s obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of cash in Euros, EU Government Obligations or a combination thereof, in such amounts as will be sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.

20. Guarantees. From and after the Issue Date, the Notes will be entitled to the benefits of certain Note Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

21. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

22. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

23. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

  Crown European Holdings SA

  Le Colisée I

  Rue Fructidor

  75830 Paris Cedex 17

  France

  Attn: William R. Apted

  Telephone: 33 1 4918 4000

  Facsimile: 33 1 4918 4001

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ASSIGNMENT

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint                                                                                                                                                                

Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:                                                                      

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, check the appropriate box:

¨ Section 4.08 ¨ Section 4.12

If you want to have only part of the Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the amount you elect to have purchased:

€                                                                      

                (multiple of €1,000)

Date:                         

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guaranteed

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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EXHIBIT A-2

[FORM OF UNRESTRICTED NOTE]

CROWN EUROPEAN HOLDINGS SA

6 ¹/4% FIRST PRIORITY SENIOR SECURED NOTE DUE 2011

[Insert Global Note Legend, if applicable]

[Insert Proceeds Sharing Agreement Legend, if applicable]

No. [    ]	CUSIP No. [        ]
	ISIN No. [        ]
	Common Code No. [        ]
	€[        ]

CROWN EUROPEAN HOLDINGS SA, a French société anonyme, as issuer (the “Company”), for value received, promises to pay to [                    ] or registered assigns the principal sum of [                    ] on September 1, 2011.

Interest Payment Dates: March 1 and September 1, commencing March 1, 2005.

Record Dates: February 15 and August 15 (whether or not a Business Day).

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by two of its duly authorized officers.

CROWN EUROPEAN HOLDINGS SA

By:

Name:

Title:

By:

Name:

Title:

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Certificate of Authentication

This is one of the 6-1/4% First Priority Senior Secured Notes due 2011 referred to in the within-mentioned Indenture.

WELLS FARGO BANK, N.A., as Trustee
By:
	JPMORGAN CHASE BANK, LONDON BRANCH, as Authenticating Agent
By:

Dated: [                    ]

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[FORM OF REVERSE OF UNRESTRICTED NOTE]

CROWN EUROPEAN HOLDINGS SA

6 ¹/4% FIRST PRIORITY SENIOR SECURED NOTES DUE 2011

1. Interest. CROWN EUROPEAN HOLDINGS SA, a French société anonyme, as issuer (the “Company”), promises to pay interest on the principal amount set forth on the face hereof at a rate of 6.25% per annum. Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including September 1, 2004 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each March 1 and September 1, commencing March 1, 2005. Interest will be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. The Company shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by the Notes.

2. Method of Payment. The Company will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on February 15 or August 15 next preceding the interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in Euros. Interest may be paid by check mailed to the Holder entitled thereto at the address indicated on the register maintained by the Registrar for the Notes.

3. Paying Agent and Registrar. Initially, JPMorgan Chase Bank, London Branch will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice. The Company or any Affiliate thereof may act as Paying Agent or Registrar.

4. Indenture. The Company issued the Notes under an Indenture dated as of September 1, 2004 (the “Indenture”) among the Company, the Guarantors and the Trustee. This is one of an issue of Notes of the Company issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.

5. Optional Redemption.

(a) The Company may redeem the Notes, at its option, in whole at any time or in part from time to time (the “Make-Whole Redemption”), at a redemption price equal to the greater of:

(1) 100% of the principal amount of the Notes to be redeemed, and

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(2) the present value of the sum of the principal amount that would be payable on such Notes on September 1, 2011 and all remaining interest payments to and including September 1, 2011 (but excluding any interest accrued to the Make-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from September 1, 2011 to the Make-Whole Redemption Date at a per annum interest rate equal to the Applicable Treasury Rate on such Make-Whole Redemption Date plus 0.50%, in each case, plus accrued and unpaid interest, if any, to the applicable redemption date.

(b) Notwithstanding the foregoing, on or prior to September 1, 2007 the Company, on one or more occasions, may, at its option, redeem up to 35% in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price equal to 106.250% of their principal amount, plus accrued and unpaid interest, if any, to the Redemption Date, in each case with the net cash proceeds of one or more Equity Offerings by Parent to the extent that the net cash proceeds thereof are contributed to the common equity capital of the Company or are used to subscribe from the Company shares of Qualified Capital Stock of the Company; provided that (1) at least 65% in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture remain outstanding immediately after the occurrence of each such redemption and (2) such redemption occurs within 90 days of the date of the closing of any such Equity Offering.

6. Redemption for Changes in Withholding Tax. The Company may, at its option, redeem all, but not less than all, of the Notes then outstanding at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the Redemption Date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of France or any other jurisdiction in which the Company or any Guarantor is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor, the date on which such successor Person became such pursuant to applicable provisions of this Indenture), the Company or a Guarantor has become or will become obligated to pay material Additional Amounts (pursuant to Section 4.16 of the Indenture) on the next date on which any amount would be payable with respect to the Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor.

No such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company or a Guarantor would be obligated to pay such Additional

A-2-5

Amounts were a payment in respect of the Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to elect to redeem have occurred and (ii) an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Company or the applicable Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

7. Notice of Redemption. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed.

8. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of €1,000 and integral multiples of €1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes or portion of a Note selected for redemption, or register the transfer of or exchange any Notes for a period of 15 days before a mailing of notice of redemption.

10. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of this Note for all purposes.

11. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment as general creditors unless an “abandoned property” law designates another Person.

12. Amendment, Supplement, Waiver, Etc. The Company and the Trustee may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the TIA providing for the assumption by a successor to the Company of its obligations to the Holders and making any change that does not adversely affect the rights of any Holder in any material respect. Other amendments and modifications of the Indenture or the Notes may be made by the Company and the Trustee with the consent of the Holders of not less than a majority of the

A-2-6

aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of 66 ²/3% in aggregate principal amount of the outstanding Notes or the consent of the Holders of the particular Notes to be affected.

13. Restrictive Covenants. The Indenture imposes certain limitations on the ability of Parent and its Restricted Subsidiaries to, among other things, incur additional Indebtedness, pay dividends on, redeem or repurchase its Equity Interests, make certain investments, sell assets, create restrictions on the payment of dividends or other amounts to the Company from its Restricted Subsidiaries, enter into transactions with Affiliates, create Liens, enter into Sale and Leaseback Transactions or consolidate, merge or sell all or substantially all of the assets of Parent and its Restricted Subsidiaries and requires the Company to provide reports to Holders of the Notes. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the Company must annually report to the Trustee on compliance with such limitations.

14. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations.

15. Defaults and Remedies. Events of Default are set forth in the Indenture. If an Event of Default occurs and is continuing under this Indenture, either the Trustee, by notice in writing to the Company, or the Holders of at least (y) 25% in aggregate principal amount of the Notes then outstanding in the case of any Event of Default arising under any of clauses (1) through (9) of Section 6.01 and (z) a majority in principal amount of the Notes then outstanding in the case of any Event of Default arising under clause (10) of Section 6.01 may, in each case, by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, and the Trustee at the request of such Holders shall, declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable, and upon such declaration of acceleration, such principal, premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, however, that, notwithstanding the foregoing, if an Event of Default specified in Section 6.01(7) occurs with respect to Parent or the Company, the principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Notwithstanding the foregoing, if after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if:

(1) all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived;

(2) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

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(3) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(4) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of or interest on the Notes) if it determines that withholding notice is in their best interests.

16. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

17. No Recourse Against Others. No director, officer, employee, incorporator, member of the Board of Directors or holder of Capital Stock of Parent or of any Restricted Subsidiary, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability.

18. Discharge. The Company’s obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of cash in Euros, EU Government Obligations or a combination thereof, in such amounts as will be sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.

19. Guarantees. From and after the Issue Date, the Notes will be entitled to the benefits of certain Note Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

20. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

21. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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22. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Crown European Holdings SA

Le Colisée I

Rue Fructidor

75830 Paris Cedex 17

France

Attn: William R. Apted

Telephone: 33 1 4918 4000

Facsimile: 33 1 4918 4001

A-2-9

ASSIGNMENT

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint                                                                                                                                                   

Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:	__________________________	Your Signature:
			(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-2-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, check the appropriate box:

¨        Section 4.08 ¨        Section 4.12

If you want to have only part of the Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the amount you elect to have purchased:

€                                                                              

            (multiple of €1,000)

Date:                                                                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

            Signature Guaranteed

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-2-11

EXHIBIT B

[FORM OF LEGEND FOR RESTRICTED SECURITIES]

Any Restricted Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Global Note) in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, or (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”);

(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN €250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER, IF THE ISSUER SO REQUESTS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

B-1

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

ADDITIONALLY, EACH HOLDER AGREES THAT IT WILL NOT OFFER OR SELL THIS NOTE, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE, EXCEPT TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) AS DEFINED IN AND IN ACCORDANCE WITH ARTICLES L.411-1 AND L.411-2 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER AND FRENCH DECREE NO. 98-880 DATED OCTOBER 1, 1998.

AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE GOVERNING THIS NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.

B-2

EXHIBIT C

[FORM OF LEGEND FOR GLOBAL NOTE]

Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITORY OR A NOMINEE OF A COMMON DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE COMMON DEPOSITORY TO A NOMINEE OF THE COMMON DEPOSITORY OR BY A NOMINEE OF THE COMMON DEPOSITORY TO THE COMMON DEPOSITORY OR ANOTHER NOMINEE OF THE COMMON DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF JPMORGAN CHASE BANK, LONDON BRANCH (THE “COMMON DEPOSITORY”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CHASE NOMINEES LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AND ANY PAYMENT IS MADE TO CHASE NOMINEES LIMITED OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CHASE NOMINEES LIMITED, HAS AN INTEREST HEREIN.

C-1

EXHIBIT D

FORM OF CERTIFICATE OF TRANSFER

Crown European Holdings SA

Le Colisée I

Rue Fructidor

75830 Paris Cedex 17

France

[Registrar address block]

Re: 6 ¹/4% First Priority Senior Secured Notes due 2011

(CUSIP                                   )

(ISIN                                       )

(Common Code                     )

Reference is hereby made to the Indenture, dated as of September 1, 2004 (the “Indenture”), by and among Crown European Holdings SA, as issuer (the “Company”), the Guarantors and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of                      in such Note[s] or interests (the “Transfer”), to              (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ Check if Transferee will take delivery of a beneficial interest in a Rule 144A Global Note or a Physical Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Physical Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Physical Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Rule 144A Global Note and/or the Physical Note and in the Indenture and the Securities Act.

D-1

2. ¨ Check if Transferee will take delivery of a beneficial interest in a Regulation S Global Note or a Physical Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Physical Note and in the Indenture and the Securities Act.

3. ¨ Check and complete if Transferee will take delivery of a beneficial interest in the Global Note or a Physical Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Physical Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) ¨ such Transfer is being effected to the Company or a Subsidiary thereof;

or

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d) ¨ such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D

D-2

under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Physical Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit F to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than €250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Global Note and/or the Physical Notes and in the Indenture and the Securities Act.

4. ¨ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or an Unrestricted Physical Note.

(a) ¨ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Physical Notes and in the Indenture.

(b) ¨ Check if Transfer is pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Physical Notes and in the Indenture.

(c) ¨ Check if Transfer is pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Physical Notes and in the Indenture.

D-3

(d) ¨ Check if Transfer is pursuant to an Effective Registration Statement. (i) The Transfer is being effected pursuant to and in compliance with an effective registration statement under the Securities Act and any applicable blue sky securities laws of any State of the United States and in compliance with the prospectus delivery requirements of the Securities Act and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Physical Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:                         

D-4

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE]

(a) ¨ a beneficial interest in a:

(i) ¨ Rule 144A Global Note (CUSIP                     ) (ISIN                     ) (Common Code                                         ), or

(ii) ¨ Regulation S Global Note (CUSIP                     ) (ISIN                     ) (Common Code                                         ), or

(b) ¨ a Restricted Physical Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨ a beneficial interest in the:

(i) ¨ Rule 144A Global Note (CUSIP                     ) (ISIN                     ) (Common Code                                         ), or

(ii) ¨ Regulation S Global Note (CUSIP                     ) (ISIN                     ) (Common Code                                         ), or

(iii) ¨ Unrestricted Global Note (CUSIP                     ) (ISIN                     ) (Common Code                                         ), or

(b) ¨ a Restricted Physical Note; or

(c) ¨ an Unrestricted Physical Note,

in accordance with the terms of the Indenture.

D-5

EXHIBIT E

FORM OF CERTIFICATE OF EXCHANGE

Crown European Holdings SA

Le Colisée I

Rue Fructidor

75830 Paris Cedex 17

France

[Registrar address block]

Re: 6 ¹/4% First Priority Senior Secured Notes due 2011

 (CUSIP                                          )

 (ISIN                                              )

(Common Code                             )

Reference is hereby made to the Indenture, dated as of September 1, 2004 (the “Indenture”), by and among Crown European Holdings SA, as issuer (the “Company”), the Guarantors and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of                      in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Physical Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Physical Notes or Beneficial Interests in an Unrestricted Global Note

(a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) ¨ Check if Exchange is from Restricted Physical Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Physical Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without

E-1

transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Physical Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c) ¨ Check if Exchange is from Restricted Physical Note to Unrestricted Physical Note. In connection with the Owner’s Exchange of a Restricted Physical Note for an Unrestricted Physical Note, the Owner hereby certifies (i) the Unrestricted Physical Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Physical Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Physical Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Physical Notes for Restricted Physical Notes or Beneficial Interests in Restricted Global Notes.

(a) ¨ Check if Exchange is from Restricted Physical Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Physical Note for a beneficial interest in the [CHECK ONE]      Rule 144A Global Note,     Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

E-2

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Owner]

By:

Name:

Title:

Dated:                     

E-3

EXHIBIT F

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Crown European Holdings SA

Le Colisée I

Rue Fructidor

75830 Paris Cedex 17

France

[Registrar address block]

Re: 6 ¹/4% First Priority Senior Secured Notes due 2011

(CUSIP                         )

(ISIN                             )

(Common Code             )

Reference is hereby made to the Indenture, dated as of September 1, 2004 (the “Indenture”), by and among Crown European Holdings SA, as issuer (the “Company”), the Guarantors and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of              aggregate principal amount of:

(a) ¨ a beneficial interest in a Global Note, or

(b) ¨ a Physical Note,

we confirm that:

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any Subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (c) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company

F-1

a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer, of less than €250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Physical Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Owner]

By:

Name:

Title:

Dated:                 

F-2

EXHIBIT G

GUARANTEES

Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of September 1, 2004 by and among Crown European Holdings SA, a French société anonyme, as issuer (the “Company”), the Guarantors and Wells Fargo Bank, N.A., as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Noteholders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of the Guarantors to the Noteholders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions.

[Signatures on Following Pages]

G-1

IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly authorized officer.

CROWN HOLDINGS, INC.
By:
Name:	Michael B. Burns
Title:	Vice President and Treasurer
Attest:
By:
Name:	Rosemary Haselroth
Title:	Assistant Secretary

G-2

CENTRAL STATES CAN CO. OF PUERTO RICO, INC.
CROWN AMERICAS, INC.
CROWN BEVERAGE PACKAGING PUERTO RICO, INC.
CROWN CONSULTANTS, INC.
CROWN CORK & SEAL COMPANY (DE), LLC
CROWN CORK & SEAL COMPANY, INC.
CROWN FINANCIAL CORPORATION
CROWN FINANCIAL MANAGEMENT, INC.
CROWN INTERNATIONAL HOLDINGS, INC.
CROWN NEW DELAWARE HOLDINGS, INC.
CROWN PACKAGING TECHNOLOGY INC.
FOREIGN MANUFACTURERS FINANCE CORPORATION
NWR, INC.
CROWN BEVERAGE PACKAGING, INC.
CROWN CORK & SEAL USA, INC.
CROWN RISDON USA, INC.
CROWN ZELLER USA, INC.
CROWN HOLDINGS (PA), LLC
By:
Name:	Michael B. Burns
Title:	Authorized Officer

G-3

CROWN CORK & SEAL COMPANY (PA), INC.
By:
Name:	Timothy J. Donahue
Title:	Vice President and Treasurer

G-4

CROWN VERPAKKING BELGIË NV
By:
Name:	Howard Lomax
Title:
By:
Name:	Xavier Blanpain
Title:
889273 ONTARIO INC.
By:
Name:
Title:
CROWN RISDON CANADA INC.
By:
Name:
Title:
CROWN ZELLER PLASTIC CLOSURES CANADA INC.
By:
Name:
Title:
CROWN CANADIAN HOLDINGS ULC
By:
Name:
Title:

G-5

CROWN METAL PACKAGING CANADA LP

by its general partner

CROWN METAL PACKAGING CANADA INC.

By:

Name:

Title:

CROWN METAL PACKAGING CANADA INC.

By:

Name:

Title:

G-6

3079939 NOVA SCOTIA COMPANY/

3079939 COMPAGNIE DE LA NOUVELLE ECOSSE

By:

Name:

Title:

CROWN ZELLER FRANCE SAS

By:

Name:

Title:

SOCIETE DE PARTICIPATIONS CARNAUDMETALBOX SAS

By:

Name:

Title:

CROWN ASTRA SAS

By:

Name:

Title:

CROWN POLYFLEX SAS

By:

Name:

Title:

G-7

CROWN BEVCAN FRANCE SAS

By:

Name:

Title:

CROWN EMBALLAGE FRANCE SAS

By:

Name:

Title:

CROWN DEVELOPPEMENT SAS

By:

Name:

Title:

CROWN VERPACKUNGEN DEUTSCHLAND GMBH

By:

Name:

Title:

CROWN BENDER GMBH

By:

Name:

Title:

G-8

CROWN NAHRUNGSMITTELDOSEN DEUTSCHLAND GMBH

By:

Name:

Title:

CROWN VERSCHLÜSSE DEUTSCHLAND GMBH

By:

Name:

Title:

CROWN SPECIALITY PACKAGING DEUTSCHLAND GMBH

By:

Name:

Title:

CROWN NAHRUNGSMITTELDOSEN GMBH

By:

Name:

Title:

CROWN ZELLER DEUTSCHLAND GMBH

By:

Name:

Title:

G-9

CROWN RAKU GMBH

By:

Name:

Title:

CROWN ZELLER ENGINEERING GMBH

By:

Name:

Title:

CROWN CORK & SEAL DEUTSCHLAND HOLDINGS GMBH

By:

Name:

Title:

CROWN ENVASES MEXICO, S.A. DE C.V.

By:

Name:

Title:

CROWN ZELLER MEXICO, S.A. DE C.V.

By:

Name:

Title:

G-10

CROWN MEXICAN HOLDINGS, S. DE R.L. DE C.V.

By:

Name:

Title:

CROWN OBRIST AG

By:

Name:

Title:

CROWN VOGEL AG

By:

Name:

Title:

G-11

CROWN UK HOLDINGS LIMITED

By:

Name:

Title:

CARNAUDMETALBOX OVERSEAS LIMITED

By:

Name:

Title:

CROWN CORK & SEAL FINANCE PLC

By:

Name:

Title:

CROWN PACKAGING UK PLC

By:

Name:

Title:

CROWN UCP PLC

By:

Name:

Title:

G-12

CARNAUDMETALBOX ENGINEERING PLC

By:

Name:

Title:

CROWN MASSMOULD LTD

By:

Name:

Title:

CROWN SPECIALITY PACKAGING UK PLC

By:

Name:

Title:

CARNAUDMETALBOX GROUP UK LIMITED

By:

Name:

Title:

CROWN AEROSOLS UK LIMITED

By:

Name:

Title:

G-13

EX-4.K

Exhibit 4.k

FIRST AMENDED AND RESTATED U.S.

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

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, the “First Priority Notes Trustee”) for the holders of the First Priority Notes (as defined below) issued under the First Priority Notes Indenture (as defined below), (iv) WELLS FARGO BANK, N.A. (as successor by consolidation to Wells Fargo Bank Minnesota, National Association), as trustee (in such capacity, together with its successors and assigns, the “Second Priority Notes Trustee”) for the holders of Second Priority Notes (as defined below) issued under the Second Priority Notes Indenture (as defined below), (v) WELLS FARGO BANK, N.A. (as successor by consolidation to Wells Fargo Bank Minnesota, National Association), as trustee (in such capacity, together with its successors and assigns, the “Third Priority Notes Trustee”) for the holders of Third Priority Notes (as defined below) issued under the Third Priority Notes Indenture (as defined below), (vi) CITICORP NORTH AMERICA, INC., as U.S. Collateral Agent (as defined below), (vii) CROWN HOLDINGS, INC. (“Crown Holdings”), (viii) CROWN AMERICAS, INC. (f/k/a Crown Cork & Seal Americas, Inc.) (“Crown Usco”), (ix) CROWN CORK & SEAL COMPANY, INC. (“CCSC”), (x) CROWN INTERNATIONAL HOLDINGS, INC. (“Crown International”), (xi) each of the U.S. subsidiaries of Crown Holdings listed on Schedule 1 hereto, and (xii) the other persons who may become parties to this Agreement from time to time pursuant to and in accordance with Section 8 of this Agreement.

R E C I T A L S:

WHEREAS, on February 26, 2003 (the “Original Effective Date”), the Bank Agents, the Second Priority Notes Trustee, the Third Priority Notes Trustee, the U.S. Collateral Agent and the U.S. Pledgors entered into the U.S. Intercreditor and Collateral Agency Agreement (the “Original Agreement”).

WHEREAS, on the Original Effective Date, Crown Usco, Crown European Holdings SA (“Crown Euroco”), the subsidiary borrowers named therein, Crown Holdings, Crown International and CCSC (collectively, the “Loan Parties”) entered into that certain credit agreement (the “Original Credit Agreement”) with the lenders named therein and the Bank Agents.

WHEREAS, on the Original Effective Date, Crown Euroco issued $1.085 billion in aggregate principal amount of Second Priority Dollar Notes and €285 million in aggregate principal amount of Second Priority Euro Notes, in each case under an Indenture dated as of the Original Effective Date among Crown Euroco, the guarantors named therein and the Second Priority Notes Trustee (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “Second Priority Notes Indenture”).

WHEREAS, on the Original Effective Date, Crown Euroco issued $725 million in aggregate principal amount of Third Priority Notes under an Indenture dated as of the Original Effective Date between Crown Euroco, the guarantors named therein and the Third Priority Notes Trustee (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “Third Priority Notes Indenture”).

WHEREAS, on the date hereof, Crown Euroco intends to issue €350.0 million of First Priority Notes under an Indenture dated as of the date hereof among Crown Euroco, the guarantors named therein and the First Priority Notes Trustee (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “First Priority Notes Indenture”), the proceeds of which shall be used (together with the proceeds of the Loans under the Credit Agreement) to refinance (the “Refinancing”) in full all outstanding Term B Loans (as defined in the Original Credit Agreement) and terminate the Obligations and Commitments (each as defined in the Original Credit Agreement) under the Original Credit Agreement.

WHEREAS, pursuant to the terms hereof, on the date hereof, Crown Euroco represents to the U.S. Collateral Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee, that the issuance of the First Priority Notes is permitted by the Second Priority Notes Indenture and the Third Priority Notes Indenture and that no consents or approvals are required thereunder.

WHEREAS, simultaneously with the issuance of the First Priority Notes, the Loan Parties intend to enter into a new senior secured credit agreement dated as of the date hereof (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, the “Credit Agreement”, which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement to the extent permitted by the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture and any refinancing or replacement of the Credit Agreement or one or more successor or replacement facilities whether or not with a different group of agents or lenders and whether or not with different obligors upon the Bank Agents’ acknowledgment

-2-

of the termination of the predecessor Credit Agreement) with the lenders from time to time party thereto (including any Lenders of Additional First Priority Bank Indebtedness (as defined below)) (collectively, the “Lenders”) and the Bank Agents.

WHEREAS, pursuant to the terms hereof, on the date hereof, Crown Usco represents to the U.S. Collateral Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee, that the entering into of the Credit Agreement (as defined below) is permitted by the Second Priority Notes Indenture and the Third Priority Notes Indenture and that no consents or approvals are required thereunder.

WHEREAS, on the Original Effective Date, Crown Holdings, Crown International, CCSC, Crown Usco and certain U.S. subsidiaries of each of Crown Usco and CCSC and Crown Holdings set forth on Schedule 1 hereto (collectively, and together with any other subsidiaries which are required by one or more Financing Documents to become U.S. Pledgors, the “U.S. Pledgors”) executed and delivered to the U.S. Collateral Agent the U.S. Shared Pledge Agreement, which secured all of the Obligations under the Financing Documents, and on the date hereof will execute and deliver to the U.S. Collateral Agent an amendment and restatement thereof in the form attached to this Agreement as Exhibit A (as amended, amended and restated, supplemented or otherwise modified from time to time, the “U.S. Shared Pledge Agreement”).

WHEREAS, on the date hereof, Crown Holdings, Crown International, CCSC, Crown Usco and the U.S. Pledgors will execute and deliver to the U.S. Collateral Agent the U.S. Bank Pledge Agreement, which shall secure the Obligations under Bank Indebtedness (as defined below) only (as amended, amended and restated, supplemented or otherwise modified from time to time, the “U.S. Bank Pledge Agreement” and together with the U.S. Shared Pledge Agreement, the “U.S. Pledge Agreements”) in the form attached to this Agreement as Exhibit B.

WHEREAS, on the Original Effective Date, the U.S. Pledgors executed and delivered to the U.S. Collateral Agent a U.S. Security Agreement and on the date hereof, the U.S. Pledgors will execute and deliver to the U.S. Collateral Agent an amendment and restatement thereof in the form attached to this Agreement as Exhibit C (as amended, amended and restated, supplemented or otherwise modified from time to time, the “U.S. Security Agreement”).

WHEREAS, on the date hereof, certain of the U.S. Pledgors will execute and deliver to the U.S. Collateral Agent the first priority mortgages identified on Schedule 2 hereto (the “Initial Mortgages”) and shall from time to time pursuant to the terms of one or more Financing Documents (as defined below) execute and deliver additional mortgages as required by such Financing Documents (the “Additional Mortgages”), in each case encumbering real property interests of the U.S. Pledgors (the Initial Mortgages and the Additional Mortgages, in each case as amended, amended and restated, supplemented or otherwise modified from time to time, are referred to herein as the “Mortgages”).

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WHEREAS, it is understood and acknowledged that only the Bank Indebtedness will be secured by the Additional Bank Collateral (as defined below).

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown Holdings or any of its subsidiaries may from time to time enter into one or more Bank Related Hedging Agreements (as defined below) with any counterparty that was a Bank Agent or a Lender or Affiliate thereof or any other Person permitted under the Credit Agreement at the time such Bank Related Hedging Agreement was entered into (individually, a “Bank Related Hedging Exchanger” and, collectively, the “Bank Related Hedging Exchangers”) and it is desired that the obligations of Crown Holdings or any of its subsidiaries under such Bank Related Hedging Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Hedging Obligations”), be secured by the U.S. Collateral (as defined below) pursuant to the U.S. Security Documents (as defined below); provided that for any Bank Related Hedging Exchanger to receive the benefit of such security, it shall execute and deliver to the U.S. Collateral Agent an acknowledgment to this Agreement (in the form of Annex 1 attached hereto) agreeing to be bound by the terms hereof at any time prior to the payment in full of the First Priority Indebtedness.

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown Holdings or any of its subsidiaries may from time to time enter into one or more Bank Related Cash Management Agreements (as defined below) with any counterparty that was a Bank Agent or a Lender or Affiliate thereof or any other person permitted under the Credit Agreement at the time such Bank Related Cash Management Agreement was entered into (individually, a “Bank Related Cash Management Exchanger” and, collectively, the “Bank Related Cash Management Exchangers”) and it is desired that the obligations of Crown Holdings or any of its subsidiaries under such Bank Related Cash Management Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Cash Management Obligations”), be secured by the U.S. Collateral pursuant to the U.S. Security Documents; provided that for any Bank Related Cash Management Exchanger to receive the benefit of such security, it shall execute and deliver to the U.S. Collateral Agent an acknowledgment to this Agreement (in the form Annex 2 attached hereto) agreeing to be bound by the terms hereof at any time prior to the payment in full of the First Priority Indebtedness.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Usco and Crown Euroco may incur certain Additional First Priority Bank Indebtedness (as defined below) pursuant to the applicable Credit Documents (as defined below), which Additional First Priority Bank Indebtedness will be secured by the U.S. Collateral pursuant to the U.S. Security Documents and have the priority set forth herein.

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WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, any U.S. Permitted Issuer may issue certain Additional First Priority Capital Markets Indebtedness (as defined below) pursuant to the applicable Additional First Priority Capital Markets Indebtedness Documents, which Additional First Priority Capital Markets Indebtedness will be secured by the U.S. Collateral pursuant to the U.S. Security Documents and have the priority set forth herein; provided that for any holder of any Additional First Priority Capital Markets Indebtedness to receive the benefit of such security, it shall cause its Additional First Priority Capital Markets Indebtedness Representative to execute and deliver to the U.S. Collateral Agent an acknowledgment to this Agreement (in the form of Annex 3 attached hereto) agreeing to be bound by the terms hereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, any U.S. Permitted Issuer may issue certain Additional Second Priority Indebtedness (as defined below), which Additional Second Priority Indebtedness will be secured by the U.S. Collateral pursuant to the U.S. Security Documents and have the priority set forth herein; provided that for any holder of any Additional Second Priority Indebtedness to receive the benefit of such security it shall cause its Additional Second Priority Indebtedness Representative to execute and deliver to the U.S. Collateral Agent an acknowledgment to this Agreement (in the form of Annex 4 attached hereto) agreeing to be bound by the terms hereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, any U.S. Permitted Issuer may issue certain Additional Third Priority Indebtedness (as defined below), which Additional Third Priority Indebtedness will be secured by the U.S. Collateral pursuant to the U.S. Security Documents and have the priority set forth herein; provided that for any holder of any Additional Third Priority Indebtedness to receive the benefit of such security, it shall cause its Additional Third Priority Indebtedness Representative to execute and deliver to the U.S. Collateral Agent an acknowledgment to this Agreement (in the form of Annex 5 attached hereto) agreeing to be bound by the terms hereof.

WHEREAS, (a) the First Priority Notes Trustee (for its benefit and for the benefit of the respective holders of the First Priority Notes), the Second Priority Notes Trustee (for its benefit and for the benefit of the respective holders of the Second Priority Notes), the Bank Agents (for their benefit and for the benefit of the Lenders and other agents under the Credit Agreement) and the Third Priority Notes Trustee (for its benefit and for the benefit of

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the holders of the Third Priority Notes), (b) in the event any Bank Related Hedging Obligations are to be secured by the U.S. Security Documents, each Bank Related Hedging Exchanger party to any Bank Related Hedging Agreement, (c) in the event any Bank Related Cash Management Obligations are to be secured by the U.S. Security Documents, each Bank Related Cash Management Exchanger party to any Bank Related Cash Management Agreement, (d) in the event any obligations in respect of Additional First Priority Bank Indebtedness are to be secured by the U.S. Security Documents, the Administrative Agent or the U.K. Administrative Agent in respect of such Additional First Priority Capital Markets Indebtedness (for its benefit and for the benefit of the Lenders of such Additional First Priority Bank Indebtedness), (e) in the event any obligations in respect of any Additional First Priority Capital Markets Indebtedness are to be secured by the U.S. Security Documents, the Additional First Priority Capital Markets Indebtedness Representative in respect of such Additional First Priority Capital Markets Indebtedness (for its benefit and for the benefit of the holders of such Additional First Priority Capital Markets Indebtedness), (f) in the event any obligations in respect of any Additional Second Priority Indebtedness are to be secured by the U.S. Security Documents, the Additional Second Priority Indebtedness Representative in respect of such Additional Second Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Second Priority Indebtedness) and (g) in the event any obligations in respect of any Additional Third Priority Indebtedness are to be secured by the U.S. Security Documents, the Additional Third Priority Indebtedness Representative in respect of such Additional Third Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Third Priority Indebtedness) desire to set forth (i) certain additional provisions regarding the appointment, duties and responsibilities of the U.S. Collateral Agent and to set forth certain other provisions concerning the obligations of the U.S. Pledgors to the U.S. Secured Parties under the agreements referred to in the foregoing recitals and (ii) their agreement as to decisions relating to the exercise of remedies under the U.S. Security Documents and certain limitations on the exercise of such remedies.

WHEREAS, pursuant to Section 10(b) of the Original Agreement, the parties hereto are entering into this Agreement in order to amend and restate the Original Agreement to add appropriate references to the Credit Agreement and the First Priority Notes.

A G R E E M E N T

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Definitions.

The following capitalized terms used herein and not otherwise defined herein shall have the definitions set forth below. Terms not defined herein shall have the meanings ascribed to them in the Credit Agreement.

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“Additional Bank Collateral” means the capital stock of each U.S. subsidiary of Crown Holdings (other than CCSC) and 65% of the capital stock of each first tier non-U.S. subsidiary of any U.S. subsidiary of Crown Holdings pledged to the U.S. Collateral Agent for the benefit of the Lenders under the Credit Agreement, any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger.

“Additional First Priority Bank Indebtedness” means (i) New Term Dollar Loans (as defined in the Credit Agreement) incurred by Crown Usco and/or Crown Euroco and (ii) Additional Revolving LC Loans (as defined in the Credit Agreement) incurred by Crown Usco, in each case, pursuant to the Credit Agreement, which indebtedness is secured by a first priority Lien in the manner described herein on the U.S. Collateral.

“Additional First Priority Capital Markets Indebtedness” means any unsubordinated indebtedness issued by a U.S. Permitted Issuer after the date hereof and not owed to Crown Holdings or any of its subsidiaries (other than Additional First Priority Bank Indebtedness) to the extent permitted to be incurred by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, which indebtedness is secured by a first priority Lien in the manner described herein on the U.S. Collateral.

“Additional First Priority Capital Markets Indebtedness Documents” means any indenture, debenture, note, guaranty, purchase agreement or other document executed by Crown Euroco or any other U.S. Pledgor in connection with the issuance of any such Additional First Priority Capital Markets Indebtedness.

“Additional First Priority Capital Markets Indebtedness Representative” means any trustee or similar representative of the holders of any Additional First Priority Capital Markets Indebtedness.

“Additional Second Priority Indebtedness” means unsubordinated indebtedness issued or incurred by a U.S. Permitted Issuer after the Original Effective Date and not owed to Crown Holdings or any of its subsidiaries, to the extent permitted to be incurred by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, which indebtedness is secured by a second priority Lien that is subject and subordinated to the Liens securing the First Priority Indebtedness in the manner described herein on the U.S. Collateral.

“Additional Second Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement, purchase agreement or other document executed by a U.S. Permitted Issuer or any other U.S. Pledgor in connection with the issuance of any such Additional Second Priority Indebtedness.

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“Additional Second Priority Indebtedness Representative” means any trustee or similar representative of the holders of any Additional Second Priority Indebtedness.

“Additional Third Priority Indebtedness” means unsubordinated indebtedness issued or incurred by a U.S. Permitted Issuer after the Original Effective Date and not owed to Crown Holdings or any of its subsidiaries, to the extent permitted to be incurred by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, which indebtedness is secured by a third priority Lien that is subject and subordinated to the Liens securing the First Priority Indebtedness and Second Priority Indebtedness in the manner described herein on the U.S. Collateral.

“Additional Third Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement, purchase agreement or other document executed by a U.S. Permitted Issuer or any U.S. Pledgor in connection with the issuance of any Additional Third Priority Indebtedness.

“Additional Third Priority Indebtedness Representative” means any trustee or similar representative of the holders of any Additional Third Priority Indebtedness.

“Affiliate” of any person means any other person which, directly or indirectly, controls, is controlled by or is under common control with such person.

“Bank Indebtedness” means (i) the Obligations of the Obligors under the Credit Documents (including Obligations in respect of Additional First Priority Bank Indebtedness) and (ii) the Obligations of the Obligors under the Bank Related Debt Agreements.

“Bank Indebtedness Documents” means (i) the Credit Documents and (ii) the Bank Related Debt Agreements.

“Bank Related Cash Management Agreements” means agreements of Crown Holdings or any of its subsidiaries arising from treasury, depository and cash management services provided by one or more persons that is a Bank Agent or a Lender or an Affiliate thereof or any other person permitted under the Credit Agreement at the time that such Bank Related Cash Management Agreement was entered into.

“Bank Related Debt” means, collectively, the Bank Related Cash Management Obligations and the Bank Related Hedging Obligations.

“Bank Related Debt Agreements” means, collectively, the Bank Related Cash Management Agreements and the Bank Related Hedging Agreements.

“Bank Related Hedging Agreements” means, collectively, each Hedging Agreement of Crown Holdings or any of its subsidiaries entered into with any counterparty that is a Bank Agent or a Lender or an Affiliate thereof or any other Person permitted under the Credit Agreement at the time such Hedging Agreement was entered into.

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“Bankruptcy Code” means Title 11, United States Code, or any similar Federal or state or non-U.S. law or statute for the supervision, administration or relief of debtors, including, without limitation, bankruptcy or insolvency laws.

“Credit Documents” means the Credit Agreement, each guaranty of the Obligations thereunder by a U.S. Pledgor and any other document executed by Crown Holdings or any of its subsidiaries in connection with the Credit Agreement (including, without limitation, any Joinder Agreement (as defined in the Credit Agreement) or any other documents executed or delivered with respect to any Additional First Priority Bank Indebtedness and the U.S. Security Documents), in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Euro Intercreditor Agreement” means the First Amended and Restated Euro Intercreditor and Collateral Agency Agreement dated as of the date hereof among Citicorp Trustee Company Limited, as Euro Collateral Agent, the U.K. Administrative Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee and the other persons that become parties thereto after the date hereof, as amended, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Existing Unsecured Debt” means each of the following to the extent outstanding on the date hereof: (i) $300.0 million 8 ³/8% Notes due 2005 of CCSC issued under the 1995 Indenture; (ii) $200.0 million 8% Debentures due 2023 of CCSC issued under the 1993 Indenture; (iii) $350.0 million 7 ³/8% Debentures due 2026 of CCSC issued under the 1996 Indenture; (iv) $150.0 million 7 ¹/2% Debentures due 2096 of CCSC issued under the 1996 Indenture; (v) $300.0 million 7% Notes due 2006 of Crown Cork & Seal Finance PLC issued under the 1996 Indenture; and (vi) €300.0 million 6% Senior Notes due 2004 of Crown Finance S.A. issued under the Fiscal and Paying Agency Agreement dated as of December 6, 1999 among CCSC, Crown Finance S.A. and Citibank, N.A., as paying agent.

“Financing Documents” means, collectively, the Credit Documents, the First Priority Notes Documents, the Second Priority Notes Documents, the Third Priority Notes Documents, the Bank Hedging Agreements, the Bank Related Cash Management Agreements, the Additional First Priority Capital Markets Indebtedness Documents, the Additional Second Priority Indebtedness Documents and the Additional Third Priority Indebtedness Documents.

“First Priority Agents” means, collectively, the First Priority Notes Trustee and any Additional First Priority Capital Markets Indebtedness Representative.

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“First Priority Capital Markets Indebtedness” means (i) the Obligations of the Obligors under the First Priority Notes Documents and (ii) the Obligations of the Obligors in respect of Additional First Priority Capital Markets Indebtedness issued under the applicable Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Capital Markets Indebtedness Documents” means, collectively, the First Priority Notes Documents and the Additional First Priority Indebtedness Capital Markets Documents.

“First Priority Indebtedness” means (i) the Obligations of the Obligors under the Credit Documents (including Obligations in respect of Additional Bank Indebtedness), (ii) the Obligations of the Obligors under the First Priority Notes Documents, (iii) the Obligations of the Obligors under the Bank Related Debt Agreements and (iv) the Obligations of the Obligors under any Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Indebtedness Documents” means, collectively, the Bank Indebtedness Documents and the First Priority Capital Markets Indebtedness Documents.

“First Priority Notes” means (i) the €350.0 million in aggregate principal amount of 6 ¹/4% First Priority Senior Secured Notes due 2011 of Crown Euroco issued on the date hereof and any exchange notes which are issued in a registered exchange offer for such notes and (ii) any additional 6 ¹/4% First Priority Senior Secured Notes due 2011, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the First Priority Notes Indenture.

“First Priority Notes Documents” means the First Priority Notes Indenture, the First Priority Notes, each guaranty of the Obligations thereunder and any other document executed by Crown Holdings or any of its subsidiaries in connection with the issuance of the First Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, as permitted by the Credit Agreement.

“Global Participation Agreement” means the First Amended and Restated Global Participation and Proceeds Sharing Agreement dated as of the date hereof among the Bank Agents, the First Priority Notes Trustee, the Second Priority Notes Trustee, the Third Priority Notes Trustee, the U.S. Collateral Agent on behalf of the U.S. Secured Parties and the Euro Collateral Agent (as defined in the Euro Intercreditor Agreement) on behalf of the Euro Secured Parties (as defined in the Euro Intercreditor Agreement) and the Sharing Agent named therein and the other persons that become party thereto after the date hereof, as amended, amended and restated, supplemented, replaced or otherwise modified from time to time.

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“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement or similar agreement.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge, assignment, hypothecation or security interest in or on such asset or any filing of any financing statement under the UCC as in effect in the applicable state or jurisdiction or any similar notice or lien under any similar notice or recording statute of any governmental authority, in each of the foregoing cases whether voluntary or imposed by law, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset, (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities and (d) any other agreement intended to create any of the foregoing.

“1993 Indenture” means the Indenture dated as of April 1, 1993 between CCSC and Bank One Trust Company, NA, as successor to Chemical Bank, as trustee.

“1995 Indenture” means the Indenture dated as of January 15, 1995 between CCSC and Bank One Trust Company, NA, as successor to Chemical Bank, as trustee.

“1996 Indenture” means the Indenture dated as of December 17, 1996 among CCSC, Crown Cork & Seal Finance PLC, Crown Cork & Seal Finance, S.A. and The Bank of New York, as trustee.

“Obligations” shall mean, with respect to any of the Financing Documents, any and all obligations, liabilities and indebtedness of every kind, nature and description (whether or not constituting future advances or otherwise) from time to time owing by, or on behalf of, any Obligor or any of its subsidiaries under, or in connection with, such Financing Documents, including principal, interest, charges, fees, premiums, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of such Financing Documents whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of such Financing Documents, or after the commencement of any case with respect to any Obligor or any of its subsidiaries under the Bankruptcy Code (at the rate provided for in the relevant Financing Documents) (and including, without limitation, any principal, interest, fees, costs, expenses and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising directly or howsoever acquired.

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“Obligors” means each of Crown Holdings, CCSC, Crown International, Crown Usco, Crown Euroco, each Subsidiary Borrower (as defined in the Credit Agreement), each of the U.S. Pledgors and any other obligor under any Financing Documents.

“Principal Property” has the meaning given to such term under the indentures, agreements and instruments governing the Existing Unsecured Debt, as such indentures, agreements and instruments are in effect on the Original Effective Date.

“Restricted Securities” shall mean any shares of capital stock or evidences of indebtedness for borrowed money issued by any Restricted Subsidiary and owned by Crown Holdings or any Restricted Subsidiary.

“Restricted Subsidiary” means any subsidiary of Crown Holdings that would be considered a “Restricted Subsidiary” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt, as such indenture, agreement or instrument is in effect on the Original Effective Date.

“Second Priority Agents” means, collectively, the Second Priority Notes Trustee and any Additional Second Priority Indebtedness Representative.

“Second Priority Dollar Notes” means (i) the $1.085 billion in aggregate principal amount of 9 ¹/2% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (ii) any additional 9 ¹/2% Second Priority Senior Secured Notes due 2011 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

“Second Priority Euro Notes” means (i) the €285 million in aggregate principal amount of 10 ¹/4% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (ii) any additional 10 ¹/4% Second Priority Senior Secured Notes due 2011, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

“Second Priority Indebtedness” means (i) the Obligations of the Obligors under the Second Priority Notes Documents and (ii) the Obligations of the Obligors under any Additional Second Priority Indebtedness Documents.

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“Second Priority Indebtedness Documents” means, collectively, the Second Priority Notes Documents and the Additional Second Priority Indebtedness Documents.

“Second Priority Notes” means, collectively, the Second Priority Dollar Notes and the Second Priority Euro Notes.

“Second Priority Notes Documents” means the Second Priority Notes Indenture, the Second Priority Notes, each guaranty of the Obligations thereunder and any other document executed by Crown Holdings or any of its subsidiaries in connection with the issuance of the Second Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, as permitted by the Credit Agreement.

“Third Priority Agents” means, collectively, the Third Priority Notes Trustee and any Additional Third Priority Indebtedness Representative.

“Third Priority Indebtedness” means (i) the Obligations the Obligors under the Third Priority Notes Documents and (ii) the Obligations of the Obligors under any Additional Third Priority Indebtedness Documents.

“Third Priority Indebtedness Documents” means, collectively, the Third Priority Notes Documents and the Additional Third Priority Indebtedness Documents.

“Third Priority Notes” means (i) the $725 million in aggregate principal amount of 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (ii) any additional 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the Third Priority Notes Indenture.

“Third Priority Notes Documents” means the Third Priority Notes Indenture, the Third Priority Notes, each guaranty of the Obligations thereunder and any other document executed by Crown Holdings or any of its subsidiaries in connection with the issuance of the Third Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, as permitted by the Credit Agreement.

“U.S. Collateral” means all collateral from time to time pledged or subject to or purported to be pledged or subject to the Lien of the U.S. Security Documents (whether or not such Lien is determined to be unperfected or subject to avoidance), including any Additional Bank Collateral.

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“U.S. Permitted Issuer” means Crown Holdings, Crown International, Crown Usco or any other Guarantor (as defined in the Credit Agreement) (other than CCSC) that is not a Subsidiary of Crown Usco, or any direct special purpose finance Subsidiary thereof formed solely to be the issuer of any Refinancing Plan Indebtedness (as defined in the Credit Agreement); provided that such person becomes a Loan Party (as defined in the Credit Agreement) and complies with Section 5.11 of the Credit Agreement.

“U.S. Security Documents” means the U.S. Pledge Agreements, the U.S. Security Agreement, the Mortgages and each other security agreement or other instrument or document (including, without limitation, any Additional Mortgages) executed and delivered pursuant to one or more Financing Documents encumbering U.S. assets of any U.S. Pledgor (including the Additional Bank Collateral).

Section 2. Appointment as U.S. Collateral Agent.

The Bank Agents, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee each hereby irrevocably and unconditionally appoints, and each Bank Related Hedging Exchanger, Bank Related Cash Management Exchanger, Additional First Priority Capital Markets Indebtedness Representative, Additional Second Priority Indebtedness Representative and Additional Third Priority Indebtedness Representative (each such party, a “U.S. Secured Party”) signing an acknowledgment hereto, by such signing, irrevocably and unconditionally appoints, Citicorp North America, Inc. to serve as collateral agent and representative of each such U.S. Secured Party under each of the U.S. Security Documents (in such capacity, together with its successors in such capacity, the “U.S. Collateral Agent”) and irrevocably and unconditionally authorizes the U.S. Collateral Agent to act as agent for the U.S. Secured Parties for the purpose of executing and delivering, on behalf of all such U.S. Secured Parties, the U.S. Security Documents and the Global Participation Agreement and any other documents or instruments related thereto or necessary or, as determined by the U.S. Collateral Agent (acting on the instructions of the Requisite Obligees), desirable to perfect the Liens granted to the U.S. Collateral Agent thereunder and, subject to the provisions of this Agreement, for the purpose of enforcing the U.S. Secured Parties’ rights in respect of the U.S. Collateral and the obligations of the U.S. Pledgors under the U.S. Security Documents, and for the purpose of, or in connection with, releasing the obligations of the U.S. Pledgors under the U.S. Security Documents in accordance with the terms of the Financing Documents.

Without limiting the generality of the foregoing, the U.S. Collateral Agent is further hereby appointed as agent for each of the U.S. Secured Parties to hold the Liens on the U.S. Collateral granted pursuant to the U.S. Security Documents with, subject to Section 3, sole authority to exercise remedies under the U.S. Security Documents. The U.S. Collateral

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Agent is hereby authorized to act as mortgagee under all Mortgages, beneficiary under all deeds of trust and as U.S. Secured Party under the applicable U.S. Security Agreement and U.S. Pledge Agreement and each other U.S. Security Document and to follow the instructions provided to it under this Agreement.

Section 3. Decisions Relating to Exercise of Remedies Vested in Requisite Obligees.

(a) The U.S. Collateral Agent may take such actions under the U.S. Security Documents as it may, in its sole discretion, deem necessary or appropriate under the circumstances. Subject to Section 3(f), the U.S. Collateral Agent agrees to make such demands and give such notices under the U.S. Security Documents as the Requisite Obligees may request, and to take such action to amend or modify or enforce the U.S. Security Documents and to foreclose upon, collect and dispose of the U.S. Collateral or any portion thereof as may be directed by Requisite Obligees.

For purposes of this Agreement, “Requisite Obligees” means, for purposes of directing the U.S. Collateral Agent with respect to any of the foregoing actions to be taken pursuant to any of the U.S. Security Documents, the Bank Agents (including on behalf of any Lenders of Additional First Priority Bank Indebtedness); provided that if the Obligations under the Credit Documents and Bank Related Debt have been indefeasibly paid in full in cash without any refinancing thereof through the incurrence of indebtedness having a Lien on any U.S. Collateral and the Credit Agreement and all letters of credit thereunder and the Bank Related Debt Agreements have terminated, “Requisite Obligees” shall mean (1) the First Priority Notes Trustee until all First Priority Capital Markets Indebtedness shall have been indefeasibly paid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any U.S. Collateral and the First Priority Capital Markets Indebtedness Documents have terminated, (2) thereafter, the Second Priority Notes Trustee until all Second Priority Indebtedness shall have been indefeasibly paid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any U.S. Collateral and the Second Priority Indebtedness Documents have terminated and (3) thereafter, the Third Priority Notes Trustee; provided, further, that for purposes of directing the U.S. Collateral Agent with respect to Additional Bank Collateral, Requisite Obligees shall mean the Bank Agents in all cases.

The U.S. Collateral Agent shall not be required to take any action that it believes is contrary to law or to the terms of this Agreement or any of the U.S. Security Documents or which it believes would subject it or any of its officers, employees or directors to liability, and the U.S. Collateral Agent shall not be required to take any action under this Agreement or any of the U.S. Security Documents, unless and until the U.S. Collateral Agent shall receive additional indemnities to its satisfaction from the U.S. Secured Parties (or the holders represented thereby) against any and all losses, costs, expenses or liabilities in connection therewith.

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(b) Each U.S. Secured Party executing this Agreement or an acknowledgment hereto agrees that (i) the U.S. Collateral Agent may act as the Requisite Obligees may request (regardless of whether any U.S. Secured Party or any holder represented thereby agrees, disagrees or abstains with respect to such request), (ii) the U.S. Collateral Agent shall have no liability for acting in accordance with such request (provided such action does not, on its face, conflict with the express terms of this Agreement (or such term has been waived in accordance with the terms hereof)) and (iii) no U.S. Secured Party or any holder represented thereby shall have any liability to any other U.S. Secured Party or any holder represented thereby for any such request. The U.S. Collateral Agent shall give prompt notice to all U.S. Secured Parties of actions taken pursuant to the instructions of Requisite Obligees; provided, however, that the failure to give any such notice shall not impair the right of the U.S. Collateral Agent to take any such action or the validity or enforceability under this Agreement or the applicable U.S. Security Document of the action so taken or create a cause of action against the U.S. Collateral Agent.

(c) Each U.S. Secured Party agrees that unless and until such U.S. Secured Party is entitled to give direction to the U.S. Collateral Agent pursuant to Section 3(a) with respect to a U.S. Security Document, the only right of such U.S. Secured Party under the U.S. Security Documents is for the Obligations owing to such Secured Party to be secured by the U.S. Collateral, and to receive a share of the Proceeds of such U.S. Collateral, if any, as and when provided in the U.S. Security Documents and Section 4 and Section 5 hereof.

(d) Notwithstanding anything to the contrary set forth in any of the Financing Documents or contained herein and irrespective of:

(i) the time, order or method of creation, attachment or perfection of the respective security interests and/or Liens granted to the U.S. Collateral Agent for the benefit of the U.S. Secured Parties in or on any or all of the property or assets of the Obligors and their respective subsidiaries,

(ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any U.S. Collateral,

(iii) whether any U.S. Secured Party or any bailee or agent thereof holds possession of any or all of the property or assets of any U.S. Pledgor,

(iv) the dating, execution or delivery of any agreement, document or instrument granting any U.S. Secured Party security interests and/or Liens in or on any or all of the property or assets of any U.S. Pledgor,

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(v) the giving or failure to give notice of the acquisition or expected acquisition of any purchase money or other security interest and

(vi) the rules for determining priority under the UCC or any other law or rule governing the relative priorities of secured creditors,

(I) any security interest in any U.S. Collateral heretofore or hereafter granted or purported to be granted to secure any Obligations in respect of First Priority Indebtedness pursuant to any U.S. Security Document or otherwise has and, except as provided in Section 3(i), shall have priority, to the extent of any such unpaid Obligations under First Priority Indebtedness, over any security interest in such U.S. Collateral granted to secure any Obligations in respect of Second Priority Indebtedness and Third Priority Indebtedness, and any Lien or security interest in the U.S. Collateral held by or for the benefit of the holders of Second Priority Indebtedness and Third Priority Indebtedness shall be in all respects and for all purposes junior to and subordinated to all Liens and security interests in the U.S. Collateral held by or for the benefit of holders of First Priority Indebtedness; and (II) any security interest in any U.S. Collateral heretofore or hereafter granted to secure any Obligations in respect of Second Priority Indebtedness pursuant to any U.S. Security Document or otherwise has and, except as provided in Section 3(i), shall have priority, to the extent of any such unpaid Obligations under Second Priority Indebtedness, over any security interest in such U.S. Collateral granted to secure any Obligations in respect of Third Priority Indebtedness, and any Lien or security interest in the U.S. Collateral held by or for the benefit of the holders of Third Priority Indebtedness shall be in all respects and for all purposes junior to and subordinated to all Liens and security interests in the U.S. Collateral held by or for the benefit of holders of Second Priority Indebtedness.

(e) The U.S. Collateral Agent may at any time request directions from the Requisite Obligees with respect to the U.S. Security Documents as to any course of action or other matter relating hereto or to any U.S. Security Document. Except as set forth in Section 3(f) below, directions given by Requisite Obligees to the U.S. Collateral Agent hereunder shall be binding on all U.S. Secured Parties for all purposes.

(f) (i) Subject to the application of Proceeds (as defined below) pursuant to Section 4, (A) the U.S. Collateral Agent may release the Lien of the U.S. Security Documents against any portion or all of the U.S. Collateral, to the extent approved by the Requisite Obligees, and (B) the U.S. Collateral Agent shall release the Lien of the U.S. Security Documents against all of the U.S. Collateral and terminate the U.S. Security Documents after all Bank Indebtedness has been repaid in full and the Bank Indebtedness Documents have been terminated; provided, however, that (I) no such release under clause (A) of this sentence (other than (a) a release permitted by Section 3(f)(ii) and (b) a release in connection with the foreclosure, sale or disposition of U.S. Collateral by the U.S. Collateral Agent hereunder in connection with the enforcement of rights and exercise of remedies in respect of such U.S.

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Collateral) of U.S. Collateral that is not Additional Bank Collateral shall be effective against any First Priority Agent or any holder of First Priority Capital Markets Indebtedness if such First Priority Agent or any holder of First Priority Capital Markets Indebtedness shall have delivered a notice to the U.S. Collateral Agent not later than one Business Day prior to the date of release that a default or event of default shall have occurred and be continuing under such applicable First Priority Capital Markets Indebtedness Document as of the time of such proposed release, unless such First Priority Agent, consents to such release, (II) no such release (other than (a) a release permitted by Section 3(f)(ii) and (b) a release in connection with the foreclosure, sale or disposition of U.S. Collateral by the U.S. Collateral Agent hereunder in connection with the enforcement of rights and exercise of remedies in respect of such U.S. Collateral) of U.S. Collateral that is not Additional Bank Collateral shall be effective against any Second Priority Agent or any holder of Second Priority Indebtedness if any Second Priority Agent or any holder of Second Priority Indebtedness shall have delivered a notice to the U.S. Collateral Agent not later than one Business Day prior to the date of release that a default or event of default shall have occurred and be continuing under any Second Priority Indebtedness Document as of the time of such proposed release, unless such Second Priority Agent consents to such release, and (III) no such release (other than (a) a release permitted by Section 3(f)(ii) and (b) a release in connection with the foreclosure, sale or disposition of U.S. Collateral by the U.S. Collateral Agent hereunder in connection with the enforcement of rights and exercise of remedies in respect of such U.S. Collateral) shall be effective against any Third Priority Agent or any holder of Third Priority Indebtedness if any Third Priority Agent or any holder of Third Priority Indebtedness shall have delivered a notice to the U.S. Collateral Agent not later than one Business Day prior to date of release that a default or event of default shall have occurred and be continuing under any Third Priority Indebtedness Document as of the time of such release, unless such Third Priority Agent consents to such release.

(ii) Subject to the application of Proceeds pursuant to Section 4, upon any (A) sale or other transfer of any U.S. Collateral, or (B) the sale or transfer of Equity Interests of any U.S. Pledgor resulting in such U.S. Pledgor ceasing to be a Subsidiary, in each case to any Person that is not a U.S. Pledgor or Affiliate (other than in the case of clause (A) only, a Receivables Subsidiary (as defined in the Credit Agreement)) and such sale or transfer is not prohibited by, in the case of U.S. Collateral that is not Additional Bank Collateral, the Financing Documents, and in the case of Additional Bank Collateral, the Credit Agreement, the Lien of the U.S. Security Documents on such U.S. Collateral, or the Lien of the U.S. Security Documents on the U.S. Collateral owned by such U.S. Pledgor, as applicable, shall be released without recourse or warranty; provided, that the U.S. Collateral Agent may request, and shall be entitled to rely upon, an officer’s certificate of such U.S. Pledgor stating that such sale or transfer is not prohibited by the Financing Documents or the Credit Agreement, as applicable. In connection with such release, the U.S. Collateral Agent shall execute and deliver to any U.S. Pledgor, at such U.S. Pledgor’s expense, all documents that such U.S. Pledgor shall reasonably request to evidence such termination or release.

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(iii) Notwithstanding anything to the contrary in this Section 3(f), (x) any release of U.S. Collateral under the U.S. Security Documents shall be a release of such U.S. Collateral with respect to each U.S. Secured Party and (y) if any Lien in any U.S. Collateral (other than Additional Bank Collateral) previously released pursuant to Section 3(f))(i) is subsequently granted to any U.S. Secured Party, and such Lien does not otherwise comply with Section 4.11 of the First Priority Notes Indenture, Section 4.11 of the Second Priority Notes Indenture and Section 4.11 of the Third Priority Notes Indenture, such Lien must be granted to each of the U.S. Secured Parties to the extent required under the applicable Financing Documents, subject to the relative priorities set forth in this Agreement.

(g) Each U.S. Secured Party agrees that no U.S. Secured Party shall have any right to, and agrees that it shall not, take any action whatsoever to enforce any term or provision of any U.S. Security Document or to enforce any of its rights in respect of the U.S. Collateral (whether arising under any Financing Document, operation of law, statute or otherwise), it being understood that all rights and remedies under the U.S. Security Documents shall be enforced and executed exclusively by the U.S. Collateral Agent pursuant to this Agreement. Without limiting any of the foregoing, each U.S. Secured Party irrevocably and unconditionally agrees that so long as any of the Obligations in respect of the Bank Indebtedness Documents have not been indefeasibly paid in full in cash without any refinancing thereof through the incurrence of indebtedness, in any case under the Bankruptcy Code with respect to any Obligor or any of their subsidiaries, all other U.S. Secured Parties (other than the Bank Agents) (i) shall not contest any request by the First Priority Agents or U.S. Collateral Agent for adequate protection or relief from the automatic stay and (ii) shall waive any rights (A) to seek relief from the automatic stay or to seek adequate protection, (B) to object to any claim by a trustee under Section 506(c) of the Bankruptcy Code to the extent that the Requisite Obligees have not objected to such claim, (C) to object to any election or failure to elect by the holders of Obligations under the First Priority Indebtedness Documents (other than the Bank Related Debt Agreements) under Section 1111(b) of the Bankruptcy Code or (D) to object to a borrowing or grant of security interest or an administrative claim by any U.S. Pledgor pursuant to Section 364 of the Bankruptcy Code.

In the event of any dissolution, winding-up, liquidation or reorganization of any Obligor or any of their subsidiaries (whether in bankruptcy, insolvency, administration or receivership proceedings, voluntary or involuntary, or upon a general assignment for the benefit of creditors or any other marshaling of the assets of any Obligor or any of their subsidiaries or any other similar remedy or otherwise) tending towards liquidation of the business and assets of such Obligor or any of its subsidiaries, if any First Priority Agent, any Second Priority Agent or any Third Priority Agent does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the U.S. Collateral Agent shall have the right (but not the obligation) to file and is hereby authorized and empowered, and irrevocably appointed as attorney-in-fact, to file an appropriate claim for and on behalf of the holders of such indebtedness. In addition, in

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connection with any plan proposed by the Bank Agents that is consistent with the terms of this Agreement, each First Priority Agent, each Second Priority Agent and each Third Priority Agent agrees to vote its claim to approve such plan.

Each U.S. Secured Party agrees that (i) it will provide notices (such notices to be provided in writing and contemporaneously with any notice provided to any Obligor, to each other U.S. Secured Party and the U.S. Collateral Agent with respect to the acceleration of its respective indebtedness; provided, however, that the failure to give any such notice to the other U.S. Secured Party shall not affect the effectiveness of any notice given to any Obligor or the validity of this Agreement or create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party); (ii) the U.S. Secured Parties will not contest each other’s security interest in and/or Liens granted for the benefit of any or all of the U.S. Secured Parties in or on any or all of the property or assets of any Obligor or any of its subsidiaries (including, without limitation, in respect of the Liens of the Bank Agents and Lenders in the Additional Bank Collateral) or contest the validity of the documents governing their respective security interests and Liens or assert a claim inconsistent with the terms of this Agreement; and (iii) in a bankruptcy or insolvency proceeding, the Requisite Obligees may consent to the use of cash collateral in their sole discretion.

Each U.S. Secured Party waives any and all rights to (i) require the U.S. Collateral Agent to marshal any property or assets of the U.S. Pledgors or to resort to any of the property or assets of the U.S. Pledgors in any particular order or manner and (ii) require the U.S. Collateral Agent to enforce any guaranty or any security interest or Lien to secure the payment of any or all Obligations as a condition precedent or concurrent to taking any action against or with respect to the U.S. Collateral.

(h) It is understood and agreed that the Additional Bank Collateral shall only secure Obligations under Bank Indebtedness and is for the benefit of the Bank Agents on behalf of the Lenders and any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger. Each U.S. Secured Party (other than the Bank Agents on behalf of the Lenders and agents under the Credit Agreement, any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger) acknowledges and agrees that it has no Lien on the Additional Bank Collateral.

If any U.S. Collateral (other than any pledge of capital stock pursuant to the U.S. Shared Pledge Agreement) constitutes a “security”, as defined under the U.S. Securities Act of 1933, as amended (the “Securities Act”), then the amount realizable with respect to any single such security upon any exercise of remedies by the holders of First Priority Capital Markets Indebtedness, Second Priority Indebtedness or Third Priority Indebtedness shall be limited to the amount necessary such that the issuer of such security shall not be required to prepare separate audited financial statements under the applicable rules or regulations of the United States Securities and Exchange Commission; provided, however, that this sentence shall not limit the Obligations secured or amount realizable under Bank Indebtedness.

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(i) Notwithstanding anything to the contrary in this Agreement or the U.S. Security Documents, if any Existing Unsecured Debt is required to be secured by Principal Property or Restricted Securities (to the extent such Restricted Securities constitute U.S. Collateral under the U.S. Security Documents) due to the triggering of a negative pledge covenant in any indenture pursuant to which such Existing Unsecured Debt is issued, the First Priority Indebtedness, Second Priority Indebtedness and Third Priority Indebtedness shall be secured equally and ratably (except in the case of Additional Bank Collateral which shall secure only Bank Indebtedness) with such Existing Unsecured Debt with respect to the Lien of such Existing Unsecured Debt on such Principal Property or Restricted Securities to the extent such Restricted Securities constitute U.S. Collateral under the U.S. Security Documents for so long as such Existing Unsecured Debt is so secured.

Section 4. Application of Proceeds.

(a) Any and all amounts actually received by the U.S. Collateral Agent in connection with the enforcement of the U.S. Security Documents, including the proceeds of any collection, sale or other disposition of the U.S. Collateral or any portion thereof (collectively, “Proceeds”), shall be applied promptly by the U.S. Collateral Agent, subject to the terms of the Global Participation Agreement, as follows:

First, to the payment of the costs and expenses of such sale, collection or other realization, including reasonable compensation to the U.S. Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the U.S. Collateral Agent in connection therewith and all amounts for which U.S. Collateral Agent is entitled to indemnification hereunder, and to the payment of all costs and expenses paid or incurred by U.S. Collateral Agent in connection with the exercise of any right or remedy hereunder;

Second, to the payment of the Obligations in respect of First Priority Indebtedness (including any deposits into a collateral account for outstanding letters of credit under the Credit Agreement, provided that if such letters of credit expire without being fully drawn, then at that time, such excess amounts shall be applied as provided in this Section 4 to then outstanding Obligations in respect of First Priority Indebtedness) for the ratable benefit of the holders thereof;

Third, only after indefeasible payment in full of all Obligations in respect of First Priority Indebtedness and the First Priority Indebtedness Documents have terminated and the letters of credit under the Credit Agreement have been canceled, to the payment of Obligations in respect of Second Priority Indebtedness for the ratable benefit of the holders thereof;

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Fourth, only after indefeasible payment in full of all Obligations in respect of First Priority Indebtedness and Second Priority Indebtedness and the First Priority Indebtedness Documents and the Second Priority Indebtedness Documents have terminated, to the payment of Obligations in respect of Third Priority Indebtedness for the ratable benefit of the holders thereof; and

Fifth, after indefeasible payment in full of all Obligations in respect of First Priority Indebtedness, Second Priority Indebtedness and Third Priority Indebtedness, and the First Priority Indebtedness Documents, the Second Priority Indebtedness Documents and the Third Priority Indebtedness Documents have terminated, to the respective U.S. Pledgor of such U.S. Collateral, or its successors or assigns, or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such Proceeds;

provided, that if such U.S. Collateral is Additional Bank Collateral, such Proceeds shall not be applied to the payment of Obligations in respect of the First Priority Capital Markets Indebtedness, Second Priority Indebtedness or Third Priority Indebtedness.

Until Proceeds are so applied, the U.S. Collateral Agent shall hold such Proceeds in its custody in accordance with its regular procedures for handling deposited funds.

For the purposes of determining ratable amounts under this Section 4, the U.S. Collateral Agent will use the Dollar Equivalent (as defined in the Credit Agreement) at the time of determination of the First Priority Indebtedness, Second Priority Indebtedness and Third Priority Indebtedness outstanding.

(b) (i) (A) Any Proceeds from any Additional Bank Collateral received by the U.S. Collateral Agent to be distributed under Section 4(a) to payment of the Obligations in respect of Bank Indebtedness shall be applied so that each U.S. Secured Party that is a Lender with respect thereto that is then secured by the Additional Bank Collateral giving rise to such Proceeds shall receive payment of the same proportionate amount of all such Obligations and (B) any Proceeds from any U.S. Collateral (other than Additional Bank Collateral) received by the U.S. Collateral Agent to be distributed under Section 4(a) to payment of the Obligations in respect of First Priority Indebtedness shall be applied so that each U.S. Secured Party with respect thereto that is secured by the U.S. Collateral (other than Additional Bank Collateral) giving rise to such Proceeds shall receive payment of the same proportionate amount of all Obligations, (ii) any Proceeds received by the U.S. Collateral Agent to be distributed under Section 4(a) to payment of the Obligations in respect of Second Priority Indebtedness shall be applied so that each U.S. Secured Party with respect thereto that is then secured by the U.S. Collateral giving rise to such Proceeds shall receive payment of the same proportionate amount of all such Obligations and (iii) any Proceeds received by the U.S. Collateral Agent to be distributed under Section 4(a) to payment of the Obligations in respect of Third Priority Indebtedness shall be applied so that each U.S. Secured Party with respect thereto that is then

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secured by the U.S. Collateral giving rise to such Proceeds shall receive payment of the same proportionate amount of all such Obligations. For purposes of determining the proportionate amounts of all Obligations in respect of First Priority Indebtedness when Proceeds are to be distributed under this Section 4, the amount of the outstanding Obligations under the First Priority Indebtedness Documents, respectively, shall be deemed to be the principal (including the face amount of outstanding letters of credit) and interest then due and payable under the First Priority Indebtedness plus any other fees, indemnities and costs then due and payable under the First Priority Indebtedness Documents (it being agreed that the amount of the outstanding Bank Related Hedging Obligations and Bank Related Cash Management Obligations of any Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger shall be deemed to be the amount of Crown Holding’s or any of its subsidiaries’ obligations then due and payable (exclusive of expenses or similar liabilities but including any early termination payments then due) under the applicable Bank Related Hedging Agreements or Bank Related Cash Management Agreements). For purposes of determining the proportionate amounts of all Obligations in respect of Second Priority Indebtedness when Proceeds are to be distributed under this Section 4, the amount of the outstanding Obligations in respect of the Second Priority Indebtedness shall be deemed to be the principal and interest then due and payable under the Second Priority Indebtedness Documents, plus any other fees, indemnities and costs then due and payable under the Second Priority Indebtedness Documents. For purposes of determining the proportionate amounts of all Obligations in respect of Third Priority Indebtedness when Proceeds are to be distributed under this Section 4, the amount of the outstanding Obligations in respect of the Third Priority Indebtedness shall be deemed to be the principal and interest then due and payable under the Third Priority Indebtedness Documents, plus any other fees, indemnities and costs then due and payable under the Third Priority Indebtedness Documents.

(c) Payments by the U.S. Collateral Agent on account of Proceeds received by the U.S. Collateral Agent in respect of the Obligations under the Credit Agreement shall be made to the Bank Agents for distribution by the Bank Agents to the Lenders and other U.S. Secured Parties under the Credit Agreement in accordance with the Credit Agreement and as follows: (i) any payments in respect of Bank Related Hedging Obligations and Bank Related Cash Management Obligations shall be made as directed by the Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger to which such Bank Related Hedging Obligations or Bank Related Cash Management Obligations are owed; and (ii) any payments in respect of loans or outstanding letters of credit shall be paid to the Bank Agents for the benefit of the Lenders and other U.S. Secured Parties under the Credit Agreement. All other payments on account of Proceeds received by the U.S. Collateral Agent in respect of all other Obligations in respect of First Priority Indebtedness, Second Priority Indebtedness and Third Priority Indebtedness shall be paid to the First Priority Agents, the Second Priority Agents and the Third Priority Agents, as applicable, on behalf of the holders of such indebtedness.

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Section 5. Certain Provisions Regarding Second Priority Indebtedness and Third Priority Indebtedness.

(a) This Section 5 shall apply to Second Priority Indebtedness and Third Priority Indebtedness in relation to First Priority Indebtedness at any time that Obligations under First Priority Indebtedness are outstanding.

(b) In the event any Proceeds of U.S. Collateral are received by any Second Priority Agent or any holder of Second Priority Indebtedness or any Third Priority Agent or any holder of Third Priority Indebtedness other than as expressly permitted by the terms of this Agreement, such Proceeds shall be received by such person in trust for the benefit of the Bank Agents, the First Priority Agents and the holders of First Priority Indebtedness and such person shall promptly turn over such proceeds to the U.S. Collateral Agent (in the same form as received, with any necessary non-recourse endorsement), for application (in the case of cash) to, or as U.S. Collateral (in the case of non-cash property or securities) for, the payment or prepayment of First Priority Indebtedness remaining unpaid to the extent necessary to pay such First Priority Indebtedness in full in accordance with its terms. In the event any Second Priority Agent or any holder of Second Priority Indebtedness or any Third Priority Agent or any holder of Third Priority Indebtedness fails to provide any endorsement, as contemplated by the preceding sentences, the U.S. Collateral Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable).

(c) Each Second Priority Agent and each holder of Second Priority Indebtedness and each Third Priority Agent and each holder of Third Priority Indebtedness hereby waives all rights of subrogation to the claims of the Bank Agents, the First Priority Agents and holders of First Priority Indebtedness against Crown Holdings or any of its subsidiaries and waives all rights of recourse to any security for any First Priority Indebtedness, until such time as all First Priority Indebtedness shall have been indefeasibly paid in full in cash and the First Priority Indebtedness Documents and all commitments thereunder shall have terminated pursuant to the respective terms and provisions thereof; provided that if any payment to the Bank Agents, the First Priority Agents, or any holder of First Priority Indebtedness is rescinded as a result of a proceeding or otherwise, the subrogation of each Second Priority Agent and each holder of Second Priority Indebtedness and each Third Priority Agent and each holder of Third Priority Indebtedness as provided herein shall likewise be rescinded until all of the First Priority Indebtedness is indefeasibly paid in full in cash.

(d) No right of the U.S. Collateral Agent or the Bank Agents, the First Priority Agents or holder of First Priority Indebtedness to enforce the subordination of the Liens on U.S. Collateral securing all or any part of the Second Priority Indebtedness and Third Priority Indebtedness shall be impaired by any act or failure to act by Crown Holdings or any of its subsidiaries or by its failure to comply with this Agreement. Without limiting the generality

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of the foregoing, the rights of the U.S. Collateral Agent and the Bank Agents, the First Priority Agents and holders of First Priority Indebtedness under this Agreement shall remain in full force and effect without regard to, and shall not be impaired by: (i) any act or failure to act of Crown Holdings or any of its subsidiaries, any Bank Agent, any First Priority Agent or holder of First Priority Indebtedness, or any noncompliance by Crown Holdings or any of its subsidiaries or any U.S. Pledgor, any Bank Agent, any First Priority Agent or holder of any First Priority Indebtedness with any agreement or obligation, regardless of any knowledge thereof which the U.S. Collateral Agent, any Bank Agent or any First Priority Agent or holder of any First Priority Indebtedness may have or with which the U.S. Collateral Agent, any Bank Agent or any First Priority Agent or holder of any First Priority Indebtedness may be charged, (ii) the validity or enforceability of any of any First Priority Indebtedness Documents or of the Lien created by the U.S. Security Documents or the avoidance of any First Priority Indebtedness or such Lien under the Bankruptcy Code or other applicable law (and all of the provisions of this Agreement shall be applied as though there were no such invalidity or avoidance), (iii) any extension or indulgence in respect of any payment or prepayment of any First Priority Indebtedness or any part thereof or in respect of any other amount payable to the U.S. Collateral Agent, any Bank Agent or any First Priority Agent or holder of any First Priority Indebtedness, (iv) any amendment, modification or waiver of any of the terms of any First Priority Indebtedness Documents or the Second Priority Indebtedness Documents or the Third Priority Indebtedness Documents, (v) any exercise, delayed exercise or non-exercise by the U.S. Collateral Agent, any Bank Agent or any First Priority Agent or holder of First Priority Indebtedness of any right, power, privilege or remedy under or in respect of any First Priority Indebtedness, the U.S. Collateral or this Agreement, (vi) any other action of the U.S. Collateral Agent, any Bank Agent or any First Priority Agent or holder of any First Priority Indebtedness permitted under any First Priority Indebtedness Documents or this Agreement or (vii) the absence of any notice to, or knowledge by, any Second Priority Agent or holder of any Second Priority Indebtedness or any Third Priority Agent or any holder of any Third Priority Indebtedness of the existence, creation or non-payment of all or any part of any First Priority Indebtedness, or the occurrence of any of the matters or events set forth in the foregoing clauses (i) through (vii), except as such notice shall be specifically required pursuant to the terms thereof.

(e) All of the First Priority Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement and each Second Priority Agent and each holder of Second Priority Indebtedness and each Third Priority Agent and holder of Third Priority Indebtedness expressly waives (i) notice of acceptance by the U.S. Collateral Agent or the Bank Agents, the First Priority Agents or holder of any First Priority Indebtedness of this Agreement, (ii) notice of the existence or creation or non-payment of all or any part of the First Priority Indebtedness, (iii) all diligence in collection or protection of or realization upon all or any part of any First Priority Indebtedness or any security therefor and any requirement that the U.S. Collateral Agent or the Bank Agents, the First Priority Agents or holder of any First Priority Indebtedness protect, secure, perfect or insure any Lien or any property subject

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thereto or exhaust any right or take any action against Crown Holdings or any of its subsidiaries or any other Person or any such property, and (iv) promptness, diligence, notice of acceptance and any other notice with respect to any of the First Priority Indebtedness.

(f) Each Second Priority Agent and holder of Second Priority Indebtedness and each Third Priority Agent and holder of Third Priority Indebtedness agrees and consents that the Bank Agents, the First Priority Agents and each holder of First Priority Indebtedness may, at any time and from time to time, in their sole discretion, without the consent of or notice to the Second Priority Agent or the holders of Second Priority Indebtedness or any Third Priority Agent or any holder of Third Priority Indebtedness (except to the extent such notice is specifically required pursuant to the provisions of this Agreement), without incurring responsibility to any Second Priority Agent or holder of Second Priority Indebtedness or any Third Priority Agent or any holder of Third Priority Indebtedness, and without impairing or releasing the subordination provided for herein or the obligations of any Second Priority Agent or holder of Second Priority Indebtedness or any Third Priority Agent or holder of Third Priority Indebtedness to the Bank Agents, the First Priority Agents or holder of First Priority Indebtedness hereunder, amend, restate, supplement or otherwise modify the First Priority Indebtedness Documents in any way whatsoever, including, without limitation, the following: (i) shorten the final maturity of all or any part of the First Priority Indebtedness, (ii) modify the amortization of the principal amount of all or any part of the First Priority Indebtedness, (iii) increase the principal amount of the First Priority Indebtedness, or otherwise provide for additional advances, (iv) raise the standard or default per annum interest rates applicable to all or any part of the First Priority Indebtedness, (v) impose any additional fees or penalties upon Crown Holdings or any of its subsidiaries or increase the amount of or rate for any fees or penalties provided for in the First Priority Indebtedness Documents, (vi) retain or obtain a Lien on any property to secure any of the First Priority Indebtedness, (vii) enter into new First Priority Indebtedness Documents with Crown Holdings or any of its subsidiaries, (viii) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, all or any of the First Priority Indebtedness or otherwise amend, restate, supplement or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the First Priority Indebtedness or any of the First Priority Indebtedness Documents, (ix) retain or obtain the primary or secondary obligation of any other Person with respect to any of the First Priority Indebtedness, (x) release any person liable in any manner under or in respect of First Priority Indebtedness or release or compromise any obligation of any nature of any person with respect to any of the First Priority Indebtedness, (xi) sell, exchange, not perfect or otherwise deal with any property at any time pledged, assigned or mortgaged to secure or otherwise securing, all or any part of the First Priority Indebtedness, (xii) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any First Priority Indebtedness, or release, compromise, alter or exchange any obligations of any nature of any Person with respect to any such property, (xiii) amend, or grant any waiver or release with respect to, or consent to any departure from, any guaranty for all or any of the First Priority Indebtedness, (xiv) exercise or refrain from

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exercising any rights or remedies against and release from obligations of any type, Crown Holdings or any of its subsidiaries or any other person, (xv) apply any sums from time to time received to the First Priority Indebtedness in such manner such as such person shall determine and (xvi) otherwise manage and supervise the First Priority Indebtedness in accordance with such person’s usual practices, modified from time to time as such person deems appropriate under the circumstances.

Section 6. Certain Provisions Regarding Third Priority Indebtedness.

(a) This Section shall apply to Third Priority Indebtedness in relation to Second Priority Indebtedness at any time that Obligations under Second Priority Indebtedness are outstanding while all Obligations under First Priority Indebtedness have been indefeasibly repaid in full and all First Priority Indebtedness Documents have been terminated and the letters of credit under the Credit Agreement have been cancelled.

(b) In the event any Proceeds of U.S. Collateral are received by any Third Priority Agent or any holder of Third Priority Indebtedness other than as expressly permitted by the terms of this Agreement, such Proceeds shall be received by such person in trust for the benefit of the Second Priority Agents and the holders of Second Priority Indebtedness and such person shall promptly turn over such proceeds to the U.S. Collateral Agent (in the same form as received, with any necessary non-recourse endorsement), for application (in the case of cash) to, or as U.S. Collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Second Priority Indebtedness remaining unpaid to the extent necessary to pay such Second Priority Indebtedness in full in accordance with its terms. In the event any Third Priority Agent or any holder of Third Priority Indebtedness fails to provide any endorsement, as contemplated by the preceding sentences, the U.S. Collateral Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable).

(c) Each Third Priority Agent and each holder of Third Priority Indebtedness hereby waives all rights of subrogation to the claims of the Second Priority Agents and holders of Second Priority Indebtedness against Crown Holdings or any of its subsidiaries, and waives all rights of recourse to any security for any Second Priority Indebtedness, until such time as all Second Priority Indebtedness shall have been indefeasibly paid in full in cash and the Second Priority Indebtedness Documents shall have terminated pursuant to the respective terms and provisions thereof; provided that if any payment to the Second Priority Agents or any holder of Second Priority Indebtedness is rescinded as a result of a proceeding or otherwise, the subrogation of each Third Priority Agent and each holder of Third Priority Indebtedness as provided herein shall likewise be rescinded until all of the Second Priority Indebtedness is indefeasibly paid in full in cash.

(d) No right of the U.S. Collateral Agent or any Second Priority Agent or holder of Second Priority Indebtedness to enforce the subordination of the Liens on U.S. Col-

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lateral securing all or any part of the Third Priority Indebtedness shall be impaired by any act or failure to act by Crown Holdings or any of its subsidiaries or by its failure to comply with this Agreement. Without limiting the generality of the foregoing, the rights of the U.S. Collateral Agent and the Second Priority Agents and holders of Second Priority Indebtedness under this Agreement shall remain in full force and effect without regard to, and shall not be impaired by: (i) any act or failure to act of Crown Holdings or any of its subsidiaries or any U.S. Pledgor, Second Priority Agent or holder of Second Priority Indebtedness, or any noncompliance by Crown Holdings or any of its subsidiaries or any U.S. Pledgor, Second Priority Agent or holder of any Second Priority Indebtedness with any agreement or obligation, regardless of any knowledge thereof which the U.S. Collateral Agent or Second Priority Agent or holder of any Second Priority Indebtedness may have or with which the U.S. Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness may be charged, (ii) the validity or enforceability of any of the Second Priority Indebtedness Documents or of the Lien created by the U.S. Security Documents or the avoidance of Second Priority Indebtedness or such Lien under the Bankruptcy Code or other applicable law (and all of the provisions of this Agreement shall be applied as though there were no such invalidity or avoidance), (iii) any extension or indulgence in respect of any payment or prepayment of the Second Priority Indebtedness or any part thereof or in respect of any other amount payable to the U.S. Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness, (iv) any amendment, modification or waiver of any of the terms of the Second Priority Indebtedness Documents or the Third Priority Indebtedness Documents, (v) any exercise, delayed exercise or non-exercise by the U.S. Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness of any right, power, privilege or remedy under or in respect of any Second Priority Indebtedness, the U.S. Collateral or this Agreement, (vi) any other action of the U.S. Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness permitted under the Second Priority Indebtedness Documents or this Agreement or (vii) the absence of any notice to, or knowledge by, any Third Priority Agent or holder of any Third Priority Indebtedness of the existence, creation or non-payment of all or any part of the Second Priority Indebtedness, or the occurrence of any of the matters or events set forth in the foregoing clauses (i) through (vii), except as such notice shall be specifically required pursuant to the terms thereof.

(e) All of the Second Priority Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement and each Third Priority Agent and each holder of any Third Priority Indebtedness expressly waives (i) notice of acceptance by the U.S. Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness of this Agreement, (ii) notice of the existence or creation or non-payment of all or any part of Second Priority Indebtedness, (iii) all diligence in collection or protection of or realization upon all or any part of the Second Priority Indebtedness or any security therefor and any requirement that the U.S. Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against Crown Holdings or any of its subsidiaries or any other Person or any such property, and (iv) promptness, diligence, notice of acceptance and any other notice with respect to any of the Second Priority Indebtedness.

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(f) Each Third Priority Agent and holder of any Third Priority Indebtedness agrees and consents that each Second Priority Agent and each holder of any Second Priority Indebtedness may, at any time and from time to time, in their sole discretion, without the consent of or notice to any Third Priority Agent or holders of any Third Priority Indebtedness (except to the extent such notice is specifically required pursuant to the provisions of this Agreement), without incurring responsibility to any Third Priority Agent or any holder of any Third Priority Indebtedness, and without impairing or releasing the subordination provided for herein or the obligations of any Third Priority Agent or holder of any Third Priority Indebtedness to any Second Priority Agent or holder of any Second Priority Indebtedness hereunder, amend, restate, supplement or otherwise modify the Second Priority Indebtedness Documents in any way whatsoever, including, without limitation, the following: (i) shorten the final maturity of all or any part of the Second Priority Indebtedness, (ii) modify the amortization of the principal amount of all or any part of the Second Priority Indebtedness, (iii) increase the principal amount of the Second Priority Indebtedness, or otherwise provide for additional advances, (iv) raise the standard or default per annum interest rates applicable to all or any part of the Second Priority Indebtedness, (v) impose any additional fees or penalties upon Crown Holdings or any of its subsidiaries or increase the amount of or rate for any fees or penalties provided for in the Second Priority Indebtedness Documents, (vi) retain or obtain a Lien on any property to secure any of the Second Priority Indebtedness, (vii) enter into new Second Priority Indebtedness Documents with Crown Holdings or any of its subsidiaries or any U.S. Pledgor or any of its direct or indirect subsidiaries, (viii) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, all or any of the Second Priority Indebtedness or otherwise amend, restate, supplement or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the Second Priority Indebtedness or any of the Second Priority Indebtedness Documents, (ix) retain or obtain the primary or secondary obligation of any other person with respect to any of the Second Priority Indebtedness, (x) release any person liable in any manner under or in respect of Second Priority Indebtedness or release or compromise any obligation of any nature of any person with respect to any of the Second Priority Indebtedness, (xi) sell, exchange, not perfect or otherwise deal with any property at any time pledged, assigned or mortgaged to secure or otherwise securing, all or any part of the Second Priority Indebtedness, (xii) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any Second Priority Indebtedness, or release, compromise, alter or exchange any obligations of any nature of any person with respect to any such property, (xiii) amend, or grant any waiver or release with respect to, or consent to any departure from, any guaranty for all or any of the Second Priority Indebtedness, (xiv) exercise or refrain from exercising any rights or remedies against and release from obligations of any type, Crown Holdings or any of its subsidiaries or any U.S. Pledgor or any other person, (xv) apply any sums from time to time received to the Second Priority Indebtedness in such manner such as such person shall detemine

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and (xvi) otherwise manage and supervise the Second Priority Indebtedness in accordance with such person’s usual practices, modified from time to time as such person deems appropriate under the circumstances.

Section 7. Information.

In the event the U.S. Collateral Agent proceeds to foreclose upon, collect, sell or otherwise dispose of or take any other action with respect to the U.S. Collateral, or any portion thereof, or to enforce any U.S. Security Document, or proposes to take any other action pursuant to this Agreement or requests instructions from the U.S. Secured Parties as provided herein, upon the request of the U.S. Collateral Agent, each of the following U.S. Secured Parties agrees to provide promptly to the U.S. Collateral Agent the following information:

(a) The Bank Agents on behalf of the Lenders (and any Lender of Additional First Priority Bank Indebtedness) and agents under the Credit Agreement, by executing this Agreement, agree to promptly from time to time notify the U.S. Collateral Agent of (i) the aggregate amount of principal of and interest on the Obligations and any fees or other amounts owing under the Credit Agreement and the amount of outstanding letters of credit under the Credit Agreement as at such date and the amount, if any, then due and payable under the Credit Agreement as the U.S. Collateral Agent may specify, (ii) the current commitment of each Lender under the Credit Agreement, and (iii) any payment received by the Bank Agents to be applied to the principal of or interest on the amounts due under the Credit Agreement or any fees or other amounts owing under the Credit Agreement. The Bank Agents shall certify as to such amounts and the U.S. Collateral Agent shall be entitled to rely conclusively upon such certification.

(b) Each Bank Related Hedging Exchanger party to a Bank Related Hedging Agreement benefited by this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the U.S. Collateral Agent of (i) the notional amount under such Bank Related Hedging Agreement and the amount payable by Crown Holdings or any of its subsidiaries upon early termination of such Bank Related Hedging Agreement at the date of termination as fixed by such Bank Related Hedging Agreement and (ii) any payment received by such Bank Related Hedging Exchanger to be applied to amounts due upon early termination of such Bank Related Hedging Agreement. Such Bank Related Hedging Exchanger shall certify as to such amounts and the U.S. Collateral Agent shall be entitled to rely conclusively upon such certification.

(c) Each Bank Related Cash Management Exchanger party to a Bank Related Cash Management Agreement benefited by this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the U.S. Collateral Agent of (i) the notional amount under such Bank Related Cash Manage-

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ment Agreement and the amount payable by Crown Holdings or any of its subsidiaries upon early termination of such Bank Related Cash Management Agreement at the date of termination as fixed by such Bank Related Cash Management Agreement and (ii) any payment received by such Bank Related Cash Management Exchanger to be applied to amounts due upon early termination of such Bank Related Cash Management Agreement. Such Bank Related Cash Management Exchanger shall certify as to such amounts and the U.S. Collateral Agent shall be entitled to rely conclusively upon such certification.

(d) Upon written request from the U.S. Collateral Agent, the First Priority Notes Trustee, by executing this Agreement, agrees to promptly notify the U.S. Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing with respect to the First Priority Notes under the First Priority Notes Documents and the amount, if any, then due and payable under such First Priority Notes and the First Priority Notes Documents, as at such date as the U.S. Collateral Agent may specify and (ii) any payment received by such First Priority Notes Trustee to be applied to the principal of or interest on the amounts due with respect to the First Priority Notes and the First Priority Notes Documents. The First Priority Notes Trustee shall certify as to such amounts and the U.S. Collateral Agent shall be entitled to rely conclusively upon such certification.

(e) Upon written request from the U.S. Collateral Agent, the Second Priority Notes Trustee, by executing this Agreement, agrees to promptly notify the U.S. Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing with respect to the Second Priority Notes under the Second Priority Notes Documents and the amount, if any, then due and payable under such Second Priority Notes and Second Priority Notes Documents, as at such date as the U.S. Collateral Agent may specify and (ii) any payment received by such Second Priority Notes Trustee to be applied to the principal of or interest on the amounts due with respect to the Second Priority Notes and Second Priority Notes Documents. The Second Priority Notes Trustee shall certify as to such amounts and the U.S. Collateral Agent shall be entitled to rely conclusively upon such certification.

(f) Upon written request from the U.S. Collateral Agent, the Third Priority Notes Trustee, by executing this Agreement, agrees to promptly notify the U.S. Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing with respect to the Third Priority Notes under the Third Priority Notes Documents and the amount, if any, then due and payable under such Third Priority Notes and Third Priority Notes Documents, as at such date as the U.S. Collateral Agent may specify and (ii) any payment received by such Third Priority Notes Trustee to be applied to the principal of or interest on the amounts due with respect to the Third Priority Notes and Third Priority Notes Documents. The Third Priority Notes Trustee shall certify as to such amounts and the U.S. Collateral Agent shall be entitled to rely conclusively upon such certification.

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(g) Each Additional First Priority Capital Markets Indebtedness Representative with respect to the Additional First Priority Capital Markets Indebtedness benefited by this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the U.S. Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing under the applicable Additional First Priority Capital Markets Indebtedness Documents and the amount, if any, then due and payable under such Additional First Priority Capital Markets Indebtedness Documents, as at such date as the U.S. Collateral Agent may specify, and (ii) any payment received by such Additional First Priority Capital Markets Indebtedness Representative to be applied to the principal of or interest on the amounts due with respect to such Additional First Priority Capital Markets Indebtedness and such Additional First Priority Capital Markets Indebtedness Documents. The Additional First Priority Capital Markets Indebtedness Representative shall certify as to such amounts and the U.S. Collateral Agent shall be entitled to rely conclusively upon such certification.

(h) Each Additional Second Priority Indebtedness Representative with respect to the Additional Second Priority Indebtedness benefited by this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the U.S. Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing under the applicable Additional Second Priority Indebtedness Documents and the amount, if any, then due and payable under such Additional Second Priority Indebtedness, as at such date as the U.S. Collateral Agent may specify and (ii) any payment received by such Additional Second Priority Indebtedness Representative to be applied to the principal of or interest on the amounts due with respect to such Additional Second Priority Indebtedness and such Additional Second Priority Indebtedness Documents. The Additional Second Priority Indebtedness Representative shall certify as to such amounts and the U.S. Collateral Agent shall be entitled to rely conclusively upon such certification.

(i) Each Additional Third Priority Indebtedness Representative with respect to Additional Third Priority Indebtedness benefited by this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the U.S. Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing under the applicable Additional Third Priority Indebtedness Documents and the amount, if any, then due and payable under such Additional Third Priority Indebtedness Documents, as at such date as the U.S. Collateral Agent may specify and (ii) any payment received by such Additional Third Priority Indebtedness Representative to be applied to the principal of or interest on the

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amounts due with respect to such Additional Third Priority Indebtedness and such Additional Third Priority Indebtedness Documents. The Additional Third Priority Indebtedness Representative shall certify as to such amounts and the U.S. Collateral Agent shall be entitled to rely conclusively upon such certification.

Section 8. Bank Related Hedging Agreements; Bank Related Cash Management Agreements; Additional First Priority Capital Markets Indebtedness Documents; Additional Second Priority Indebtedness Documents; Additional Third Priority Indebtedness Documents.

(a) Each Bank Related Hedging Exchanger and Bank Related Cash Management Exchanger may cause Bank Related Hedging Obligations and Bank Related Cash Management Obligations to be secured by the U.S. Security Documents by executing an acknowledgment in the form of Annexes 2 and 3 hereto, and by delivering such executed acknowledgment to the U.S. Collateral Agent, by which such Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger agrees to be bound by the terms of this Agreement.

(b) Each Additional First Priority Capital Markets Indebtedness Representative, on behalf of itself and all holders of obligations under Additional First Priority Capital Markets Indebtedness, may cause such Additional First Priority Capital Markets Indebtedness to be secured by the U.S. Security Documents by causing their Additional First Priority Capital Markets Indebtedness Representative to execute an acknowledgment in the form of Annex 3 hereto, and by delivering such executed acknowledgment to the U.S. Collateral Agent, by which such Additional First Priority Capital Markets Indebtedness Representative agrees, on behalf of itself and all holders of such Additional First Priority Capital Markets Indebtedness, to be bound by the terms of this Agreement.

(c) Each Additional Second Priority Indebtedness Representative, on behalf of itself and all holders of such Additional Second Priority Indebtedness, may cause such Additional Second Priority Indebtedness to be secured by the U.S. Security Documents by causing their Additional Second Priority Indebtedness Representative to execute an acknowledgment in the form of Annex 4 hereto, and by delivering such executed acknowledgment to the U.S. Collateral Agent, by which such Additional Second Priority Indebtedness Representative agrees, on behalf of itself and all holders of such Additional Second Priority Indebtedness, to be bound by the terms of this Agreement.

(d) Each Additional Third Priority Indebtedness Representative, on behalf of itself and all holders of such Additional Third Priority Indebtedness, may cause such Additional Third Priority Indebtedness to be secured by the U.S. Security Documents by causing their Additional Third Priority Indebtedness Representative to execute an acknowledgment in the form of Annex 5 hereto, and by delivering such executed acknowledgment to the U.S. Collateral Agent, by which such Additional Third Priority Indebtedness Representative agrees, on behalf of itself and all holders of such Additional Third Priority Indebtedness, to be bound by the terms of this Agreement.

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Section 9. Disclaimers, Indemnity, Etc.

(a) By becoming a party to this Agreement, each U.S. Secured Party acknowledges that the U.S. Collateral Agent shall not be the trustee of any U.S. Secured Party. The U.S. Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, the U.S. Security Documents, and the U.S. Collateral Agent shall not by reason of this Agreement or the U.S. Security Documents be a trustee for any U.S. Secured Party or have any other fiduciary obligation to any U.S. Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The U.S. Collateral Agent shall not be responsible to any U.S. Secured Party for any recitals, statements, representations or warranties contained in this Agreement or any Financing Document or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents or any other document referred to or provided for therein or any Lien under the U.S. Security Documents or the perfection or priority of any such Lien or for any failure by any other party to perform any of its respective obligations under any of the Financing Documents. The U.S. Collateral Agent may employ agents and sub-collateral agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the U.S. Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

(b) The U.S. Collateral Agent shall be entitled to request and rely upon any certification, notice or other communication (including any thereof by telex, telecopy, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper person or persons, and upon advice and statements of legal counsel (including counsel to the Obligors or any of their subsidiaries), independent accountants and other experts selected by the U.S. Collateral Agent and shall in all cases be fully protected in acting or refraining from so acting upon. Without limiting any rights of the U.S. Collateral Agent hereunder, the U.S. Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by Requisite Obligees, and such instructions of Requisite Obligees, and any action taken or failure to act pursuant thereto, shall be binding on all of the U.S. Secured Parties.

(c) Each of Crown Holdings, CCSC, Crown International, Crown Usco, Crown Euroco and each U.S. Pledgor (collectively, the “Indemnifying Parties”) agrees, jointly

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and severally, to indemnify the U.S. Collateral Agent for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the U.S. Collateral Agent in any way relating to or arising out of any of this Agreement, the U.S. Security Documents, the Financing Documents or any other documents contemplated by or referred to therein or the transactions contemplated thereby or the enforcement of any of the terms of any thereof; provided, however, that no such Indemnifying Party shall be liable for any of the foregoing to the extent they are finally judicially determined to have resulted from the gross negligence or willful misconduct of the U.S. Collateral Agent.

(d) Except for action expressly required of the U.S. Collateral Agent hereunder, the U.S. Collateral Agent shall, notwithstanding anything to the contrary in Section 9(c) hereof, in all cases be fully justified in failing or refusing to act hereunder or under the U.S. Security Documents unless it shall be further indemnified to its satisfaction by the U.S. Secured Parties (or the lenders or holders represented thereby) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

(e) Except as expressly provided herein and in the U.S. Security Documents, the U.S. Collateral Agent shall have no duty to take any affirmative steps with respect to the collection of amounts payable in respect of the U.S. Collateral. The U.S. Collateral Agent shall incur no liability to any U.S. Secured Party as a result of any sale of any U.S. Collateral at any private sale.

(f) (i) The U.S. Collateral Agent may resign at any time by giving at least 5 days’ notice thereof to the U.S. Secured Parties (such resignation to take effect as hereinafter provided) and the U.S. Collateral Agent may be removed as U.S. Collateral Agent at any time by Requisite Obligees. In the event of such resignation or removal of the U.S. Collateral Agent, Requisite Obligees shall thereupon have the right to appoint a successor U.S. Collateral Agent. If no successor U.S. Collateral Agent shall have been so appointed by Requisite Obligees and shall have accepted such appointment within 30 days after the notice of the intent of the U.S. Collateral Agent to resign, then the retiring U.S. Collateral Agent may, on behalf of the other U.S. Secured Parties, appoint a successor U.S. Collateral Agent. Any successor U.S. Collateral Agent appointed pursuant to this clause (f)(i) shall be a commercial bank organized under the laws of the United States of America or any state thereof and having a combined capital and surplus of at least $500,000,000.

(ii) Upon the acceptance of any appointment as U.S. Collateral Agent hereunder by a successor U.S. Collateral Agent, such successor U.S. Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed U.S. Collateral Agent, and the retiring or removed U.S. Collateral Agent shall thereupon be discharged from its duties and obligations hereunder and under the

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Global Participation Agreement and the U.S. Security Documents. After any retiring or removed U.S. Collateral Agent’s resignation or removal hereunder as U.S. Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the U.S. Collateral Agent.

(iii) In no event shall the U.S. Collateral Agent or any U.S. Secured Party be liable or responsible for any funds or investments of funds held by any U.S. Pledgor or any affiliates thereof.

(g) Each of the U.S. Secured Parties understands and acknowledges that the U.S. Collateral Agent and its Affiliates may also hold indebtedness of Crown Holdings or any of its subsidiaries, be an agent under any of the Financing Documents and act in other financial advisory or underwriting capacities on behalf of Crown Holdings or any of its subsidiaries, and waives any actual or potential conflict of interest resulting therefrom.

Section 10. Miscellaneous.

(a) All notices and other communications provided for herein shall be in writing and may be personally served, telecopied, e-mailed or sent by United States mail and shall be deemed to have been given when delivered in person, upon receipt of telecopy or e-mail or four Business Days after deposit in the United States mail, registered or certified, with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this Section 10(a)) shall be as set forth under each party’s name on the signature pages (including acknowledgments) hereof.

(b) This Agreement may be modified or waived only by an instrument or instruments in writing signed by the U.S. Collateral Agent with the written consent of Requisite Obligees, except that any modification or waiver (i) adversely affecting a U.S. Secured Party’s rights under Section 3(f)(i) or Section 4 hereof or (ii) that by its terms has a disproportionate (i.e., not ratable) adverse effect on any Secured Party (or opposed to all Secured Parties) shall, in each case, require the written consent of the agent or representative representing such U.S. Secured Party; provided, however, that, notwithstanding the foregoing, the written consent of the U.S. Secured Parties shall not be required with respect to amendments, modifications or waivers necessary to permit the incurrence of additional indebtedness secured by the U.S. Collateral and entitled to the benefits of the U.S. Security Documents insofar as the foregoing is not prohibited by the Financing Documents benefiting such U.S. Secured Party, including for the purposes of providing any successor or replacement credit agreement or bank facility to the Credit Agreement and for the administrative agent of such successor or replacement credit agreement or bank facility becoming a party to this Agreement, as Bank Agent(s), and including without limitation any amendments, modifications or waivers for the purpose of adding appropriate references to additional parties in, and according such parties the benefits of, any of the provisions hereof in connection with the incurrence of such indebt-

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edness; provided, further, that any modification or waiver to this Agreement that directly and adversely affects Crown Holdings or any of its subsidiaries shall require the written consent of Crown Holdings.

(c) This Agreement shall be binding upon and inure to the benefit of the U.S. Collateral Agent, each U.S. Secured Party and their respective successors and assigns.

(d) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.

(e) This Agreement (as amended and restated as of the date hereof) shall become effective as to the Bank Agents, the First Priority Notes Trustee, the Second Priority Notes Trustee, the Third Priority Notes Trustee and the U.S. Collateral Agent upon the execution of this Agreement by each of the Bank Agents, the First Priority Notes Trustee and the U.S. Collateral Agent and the delivery of each such Person’s counterparts to the U.S. Collateral Agent.

(f) If any U.S. Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, Crown Holdings and its subsidiaries agree that they shall not raise such violation as a defense to the enforcement by any other U.S. Secured Party under the Financing Documents.

(g) Each of the parties hereto authorizes the U.S. Collateral Agent to execute and file on its behalf all such further documents and instruments, and authorizes the U.S. Collateral Agent to perform such other acts, as may be reasonably necessary or advisable to effectuate the purposes of this Agreement.

(h) If any provision of this Agreement shall be inconsistent with, or contrary to, any provisions in any Financing Document or any other instrument delivered in connection with the transactions contemplated thereby, the applicable provision in this Agreement shall be controlling and shall supersede such inconsistent provision to the extent necessary to give full effect to all provisions contained in this Agreement. Each U.S. Secured Party acknowledges and agrees that the terms and provisions of this Agreement do not violate any term or provisions of its respective Financing Document.

(i) Each of the U.S. Secured Parties (other than the Bank Agents and Lenders with regard to the Credit Documents and any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger) shall use its best efforts to notify the other of any amendment, modification or waiver to any of its Financing Documents, but the failure to do so shall not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party. Each of the U.S. Secured Parties (other than the Bank Agents and Lenders with regard to the Credit Documents and any Bank Related

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Hedging Exchanger and any Bank Related Cash Management Exchanger) shall, upon request of the other or others, provide copies of all such modifications, amendments and waivers and copies of all other documentation relevant to the U.S. Collateral.

(j) Each of the parties represents and warrants to all other parties hereto that the execution, delivery and performance by or on behalf of such party to this Agreement has been duly authorized by all necessary action, corporate or otherwise, does not violate any provision of law, governmental regulation, or any agreement or instrument by which such party is bound, and requires no governmental or other consent that has not been obtained and is not in full force and effect.

(k) Crown Holdings, Crown International, Crown Usco, Crown Euroco, CCSC and the U.S. Pledgors shall pay to the U.S. Collateral Agent upon demand the amount of any and all reasonable expenses of the U.S. Secured Parties and the U.S. Collateral Agent, including, without limitation, the reasonable fees and expenses of counsel for the U.S. Secured Parties and U.S. Collateral Agent incurred from time to time in connection with the exercise or enforcement of any of their respective rights, interests or remedies under and pursuant to the U.S. Security Documents and this Agreement, and for the avoidance of doubt, in each case including such rights, interests and remedies under and pursuant to this Agreement. All such amounts shall constitute part of the Obligations under such U.S. Security Documents.

(l) The U.S. Collateral Agent may demand specific performance of this Agreement. Each of the U.S. Secured Parties hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the U.S. Collateral Agent.

(m) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(m).

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(n) Anything contained in this Agreement to the contrary notwithstanding, each U.S. Secured Party shall no longer be a party from and after such time as all of the Obligations owing to such U.S. Secured Party and secured by any of the U.S. Security Documents, or the instruments representing the same, shall have ceased to be outstanding by virtue of the indefeasible payment in full in cash thereof or the cancellation thereof or delivery for cancellation thereof in accordance with their terms.

(o) Each party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement shall affect any right that a party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.

(p) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court referred to in paragraph (o) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(q) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10(a). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

WELLS FARGO BANK, N.A.,
as First Priority Notes Trustee
By:	/S/ Jeffery Rose
Title:	Corporate Trust Officer
Notice Address:
Wells Fargo Bank, N.A.
Corporate Trust Services
Sixth Street & Marquette Avenue
Minneapolis, MN 55479
Attn: Jeffery Rose
Telephone: (612) 667-0337
Facsimile: (612) 667-9825

Crown Americas, Inc.

U.S. Intercreditor Agreement

September 2004

S-1

CITICORP NORTH AMERICA, INC.,
as Administrative Agent
By:	/s/ Myles Kassin
Title:	Vice President
Notice Address:
	388 Greenwich Street
	New York, NY 10013
	Attention: Arnold Wong
	Telephone: (212) 723-6733
	Facsimile: (212) 723-8540
With a copy to:
	Cahill Gordon & Reindel LLP
	80 Pine Street
	New York, NY 10005
	Attention: Adam Dworkin, Esq.
	Telephone: (212) 701-3000
	Facsimile: (212) 269-5420

S-2

CITIBANK INTERNATIONAL PLC,
as U.K. Agent
By:	/s/ Ian Hayton
Title: Assistant Vice President
Notice Address:
	Citigroup Centre
	Canada Square
	Canary Wharf
	London E14 5LB
	Attention: Paul Gibbs
	Facsimile: +44 207 500-4482
With a copy to:
	Cahill Gordon & Reindel LLP
	80 Pine Street
	New York, NY 10005
	Attention: Adam Dworkin, Esq.
	Telephone: (212) 701-3000
	Facsimile: (212) 269-5420

S-3

CITICORP NORTH AMERICA, INC., as U.S. Collateral Agent
By:	/s/ Myles Kassin
Title: Vice President
Notice Address:
	388 Greenwich Street
	New York, NY 10013
	Attention: Arnold Wong
	Telephone: (212) 723-6733
	Facsimile: (212) 723-8540
With a copy to:
	Cahill Gordon & Reindel LLP
	80 Pine Street
	New York, NY 10005
	Attention: Adam Dworkin, Esq.
	Telephone: (212) 701-3000
	Facsimile: (212) 269-5420

Crown Americas, Inc.

U.S. Intercreditor Agreement

September 2004

S-4

CROWN HOLDINGS, INC.
By:	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	Executive Vice President &
	Chief Financial Officer
CROWN INTERNATIONAL HOLDINGS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President & Treasurer
CROWN AMERICAS, INC.
By:	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President & Treasurer
CROWN CORK & SEAL COMPANY, INC.
By:	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	Executive Vice President &
	Chief Financial Officer

Crown Americas, Inc.

U.S. Intercreditor Agreement

September 2004

S-5

CENTRAL STATES CAN CO. OF PUERTO RICO, INC.
CROWN BEVERAGE PACKAGING, INC.
CROWN CONSULTANTS, INC.
CROWN CORK & SEAL COMPANY (DE), LLC
CROWN CORK & SEAL USA, INC.
CROWN PACKAGING TECHNOLOGY, INC.
CROWN BEVERAGE PACKAGING PUERTO RICO, INC.
CROWN FINANCIAL CORPORATION
CROWN FINANCIAL MANAGEMENT, INC.
CROWN HOLDINGS (PA), LLC
CROWN NEW DELAWARE HOLDINGS, INC.
FOREIGN MANUFACTURERS FINANCE CORPORATION
NWR, INC.
CROWN RISDON USA, INC.
CROWN ZELLER USA, INC.
By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns
Title:	Authorized Officer

Crown Americas, Inc.

U.S. Intercreditor Agreement

September 2004

S-6

CROWN CORK & SEAL COMPANY (PA), INC.
By:	/S/    ALAN W. RUTHERFORD
Name:	Alan W. Rutherford
Title:	President

Crown Americas, Inc.

U.S. Intercreditor Agreement

September 2004

S-7

Annex 1

The undersigned, by its execution of this Agreement on [                        ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as a Bank Related Hedging Exchanger, by the foregoing provisions of this Agreement, as of [                ] as if it were an original party hereto. In addition, a copy of the applicable Hedging Agreement dated as of [                    ] is attached to this signature page.

[BANK RELATED HEDGING

EXCHANGER]

By:

Title:

Notice Address:

Annex 2

The undersigned, by its execution of this Agreement on [                        ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as a Bank Related Cash Management Exchanger, by the foregoing provisions of this Agreement, as of [                ] as if it were an original party hereto. In addition, a copy of the applicable Bank Related Cash Management Agreement dated as of [                    ] is attached to this signature page.

[BANK RELATED CASH

MANAGEMENT EXCHANGER]

By:

Title:

Notice Address:

Annex 3

The undersigned, by its execution of this Agreement on [                        ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as an Additional First Priority Capital Markets Indebtedness Representative, by the foregoing provisions of this Agreement, as of [                ] as if it were an original party hereto. In addition, a copy of the applicable Additional First Priority Capital Markets Indebtedness Documents dated as of [                    ] is attached to this signature page.

[ADDITIONAL FIRST PRIORITY
INDEBTEDNESS CAPITAL MARKETS
REPRESENTATIVE]

By:

Title:

Notice Address:

Annex 4

The undersigned, by its execution of this Agreement on [                        ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as an Additional Second Priority Indebtedness Representative, by the foregoing provisions of this Agreement as of [                ] as if it were an original party hereto. In addition, an executed copy of the Additional Second Priority Indebtedness Documents dated as of [                ] is attached to this signature page.

[ADDITIONAL SECOND PRIORITY INDEBTEDNESS REPRESENTATIVE]

By:

Title:

Notice Address:

Annex 5

The undersigned, by its execution of this Agreement on [                        ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as an Additional Third Priority Indebtedness Representative, by the foregoing provisions of this Agreement as of [                ] as if it were an original party hereto. In addition, an executed copy of the Additional Third Priority Indebtedness Documents dated as of [                ] is attached to this signature page.

[ADDITIONAL THIRD PRIORITY INDEBTEDNESS REPRESENTATIVE]

By:

Title:

Notice Address:

Exhibit A

Form of Amended and Restated

U.S. Shared Pledge Agreement

Exhibit B

Form of U.S. Bank Pledge Agreement

Exhibit C

Form of Amended and Restated

U.S. Security Agreement

EX-4.L

Exhibit 4.l

FIRST AMENDED AND RESTATED EURO INTERCREDITOR AND

COLLATERAL AGENCY AGREEMENT

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) CITIBANK INTERNATIONAL PLC, as U.K. administrative agent (in such capacity, together with its successors and assigns, the “Bank Agent”) for the New Term Euro Lenders and the Revolving Euro Lenders from time to time party to the Credit Agreement (as defined below), (ii) 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 the First Priority Notes (as defined below) issued under the First Priority Notes Indenture (as defined below), (iii) WELLS FARGO BANK, N.A. (as successor by consolidation to Wells Fargo Bank Minnesota, National Association), as trustee (in such capacity, together with its successors and assigns, the “Second Priority Notes Trustee”) for the holders of Second Priority Notes (as defined below) issued under the Second Priority Notes Indenture (as defined below), (iv) WELLS FARGO BANK, N.A. (as successor by consolidation to Wells Fargo Bank Minnesota, National Association), as trustee (in such capacity, together with its successors and assigns, the “Third Priority Notes Trustee”) for the holders of Third Priority Notes (as defined below) issued under the Third Priority Notes Indenture (as defined below), (v) CITICORP TRUSTEE COMPANY LIMITED, as Euro Collateral Agent (as defined below), (vi) Crown European Holdings SA (“Crown Euroco”), (vii) the subsidiaries of Crown Euroco identified on Schedule 1 hereto and (viii) the other persons who may become parties to this Agreement from time to time pursuant to and in accordance with Section 8 of this Agreement.

R E C I T A L S

WHEREAS, on February 26, 2003 (the “Original Effective Date”), the Bank Agent, the Second Priority Notes Trustee, the Third Priority Notes Trustee, the Euro Collateral Agent and the Euro Pledgors entered into the Euro Intercreditor and Collateral Agency Agreement (the “Original Agreement”).

WHEREAS, on the Original Effective Date, CROWN Americas, Inc. (f/k/a Crown Cork & Seal Americas, Inc.) (“Crown Usco”), Crown Euroco, the subsidiary borrowers named therein, Crown Holdings, Inc. (“Crown Holdings”), Crown International Holdings, Inc. and Crown Cork & Seal Company, Inc. (collectively, the “Loan Parties”) entered into that certain credit agreement (the “Original Credit Agreement”) with the lenders named therein and Citicorp North America, Inc., as administrative agent (the “Administrative Agent”) and the Bank Agent.

WHEREAS, on the Original Effective Date, Crown Euroco issued $1.085 billion in aggregate principal amount of Second Priority Dollar Notes and €285 million in aggregate principal amount of Second Priority Euro Notes, in each case under an Indenture dated as of the Original Effective Date among Crown Euroco, the guarantors named therein and the Second Priority Notes Trustee (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “Second Priority Notes Indenture”).

WHEREAS, on the Original Effective Date, Crown Euroco issued $725 million in aggregate principal amount of Third Priority Notes under an Indenture dated as of the Original Effective Date between Crown Euroco, the guarantors named therein and the Third Priority Notes Trustee (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “Third Priority Notes Indenture”).

WHEREAS, on the date hereof, Crown Euroco intends to issue €350.0 million of First Priority Notes under an Indenture dated as of the date hereof among Crown Euroco, the guarantors named therein and the First Priority Notes Trustee (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “First Priority Notes Indenture”), the proceeds of which shall be used (together with the proceeds of the Loans under the Credit Agreement) to refinance (the “Refinancing”) in full all outstanding Term B Loans (as defined in the Original Credit Agreement) and terminate the Obligations and Commitments (each as defined in the Original Credit Agreement) under the Original Credit Agreement.

WHEREAS, pursuant to the terms hereof, on the date hereof, Crown Euroco represents to the Euro Collateral Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee, that the issuance of the First Priority Notes is permitted by the Second Priority Notes Indenture and the Third Priority Notes Indenture and that no consents or approvals are required thereunder.

WHEREAS, simultaneously with the issuance of the First Priority Notes, the Loan Parties intend to enter into a new senior secured credit agreement dated as of the date hereof (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, the “Credit Agreement”, which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement to the extent permitted by the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture and any refinancing or replacement of the Credit Agreement or one or more successor or replacement facilities whether or not with a different group of agents or lenders and whether or not with different obligors upon the Bank Agent’s acknowledgment of the termination of the predecessor Credit Agreement). The Bank Agent under this Agreement is agent for the New Term Euro Lenders and the Revolving Euro Lenders (each as defined in the

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Credit Agreement) only from time to time under the Credit Agreement (the “Lenders”) (it being understood that the Term B Dollar Lenders and Revolving Dollar Lenders (each as defined in the Credit Agreement) under the Credit Agreement shall have no rights and obligations under this Agreement).

WHEREAS, pursuant to the terms hereof, on the date hereof, Crown Euroco represents to the Euro Collateral Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee, that the entering into of the Credit Agreement is permitted by the Second Priority Notes Indenture and the Third Priority Notes Indenture and that no consents or approvals are required thereunder.

WHEREAS, on or after the Original Effective Date, Crown Euroco, Crown Développement SNC (now known as Crown Développement SAS after giving effect to its change of corporate form on January 28, 2004) (“Crown SAS”) and certain non-U.S. Subsidiaries of Crown Euroco set forth on Schedule 1 hereto (collectively, and together with any other subsidiaries which are required by one or more Financing Documents to become “Euro Pledgors,” the “Euro Pledgors”) executed and delivered to the Euro Collateral Agent the Euro Security Documents.

WHEREAS, it is understood and acknowledged that only Bank Indebtedness (as defined below) will be secured by the Additional Bank Collateral (as defined below).

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown SAS, Crown Euroco or any of its subsidiaries may from time to time enter into one or more Bank Related Hedging Agreements (as defined below) with any counterparty that is the Bank Agent or a Lender or Affiliate thereof or any other person permitted under the Credit Agreement at the time such Bank Related Hedging Agreement was entered into (individually, a “Bank Related Hedging Exchanger” and, collectively, the “Bank Related Hedging Exchangers”) and it is desired that the obligations of Crown SAS, Crown Euroco or any of its subsidiaries under such Bank Related Hedging Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Hedging Obligations”), be secured by the Euro Collateral pursuant to the Euro Security Documents; provided that for any Bank Related Hedging Exchanger to receive the benefit of such security, it shall execute and deliver to the Euro Collateral Agent an acknowledgment to this Agreement (in the form of Annex 1 attached hereto) agreeing to be bound by the terms hereof at any time prior to the payment in full of First Priority Indebtedness.

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown SAS, Crown Euroco or any of its subsidiaries may from time to time enter into one or more Bank Related Cash Management Agreements (as defined below) with any counterparty that was the Bank Agent or a Lender or Affiliate thereof or any other person permitted under the Credit Agreement at the time such Bank Related Cash Management Agreement was entered into (individually, a “Bank Related Cash Management Exchanger” and, collectively, the

-3-

“Bank Related Cash Management Exchangers”) and it is desired that the obligations of Crown SAS, Crown Euroco or any of its subsidiaries under such Bank Related Cash Management Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “Bank Related Cash Management Obligations”), be secured by the Euro Collateral pursuant to the Euro Security Documents; provided that for any Bank Related Cash Management Exchanger to receive the benefit of such security, it shall execute and deliver to the Euro Collateral Agent an acknowledgment to this Agreement (in the form of Annex 2 attached hereto) agreeing to be bound by the terms hereof at any time prior to the payment in full of First Priority Indebtedness.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Euroco may incur certain Additional First Priority Bank Indebtedness (as defined below) pursuant to the applicable Credit Documents (as defined below), which Additional First Priority Bank Indebtedness will be secured by the Euro Collateral pursuant to the Euro Security Documents and have the priority set forth herein.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, any Euro Permitted Issuer may issue certain Additional First Priority Capital Markets Indebtedness (as defined below) pursuant to the applicable Additional First Priority Capital Markets Indebtedness Documents, which Additional First Priority Capital Markets Indebtedness will be secured by the Euro Collateral pursuant to the Euro Security Documents and have the priority set forth herein; provided that for any holder of any Additional First Priority Capital Markets Indebtedness to receive the benefit of such security, it shall cause its Additional First Priority Capital Markets Indebtedness Representative to execute and deliver to the Euro Collateral Agent an acknowledgment to this Agreement (in the form of Annex 3 attached hereto) agreeing to be bound by the terms hereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, any Euro Permitted Issuer may issue certain Additional Second Priority Indebtedness (as defined below), which Additional Second Priority Indebtedness will be secured by the Euro Collateral pursuant to the Euro Security Documents and have the priority set forth herein; provided that for any holder of any Additional Second Priority Indebtedness to receive the benefit of such security, it shall cause its Additional Second Priority Indebtedness Representative to execute and deliver to the Euro Collateral Agent an acknowledgment to this Agreement (in the form of Annex 4 attached hereto) agreeing to be bound by the terms hereof.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, any Euro Permitted Issuer may issue certain Additional

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Third Priority Indebtedness (as defined below), which Additional Third Priority Indebtedness will be secured by the Euro Collateral pursuant to the Euro Security Documents and have the priority set forth herein; provided that for any holder of any Additional Third Priority Indebtedness to receive the benefit of such security, it shall cause its Additional Third Priority Indebtedness Representative to execute and deliver to the Euro Collateral Agent an acknowledgment to this Agreement (in the form of Annex 5 attached hereto) agreeing to be bound by the terms hereof.

WHEREAS, (a) the First Priority Notes Trustee (for its benefit and for the benefit of the respective holders of the First Priority Notes), the Second Priority Notes Trustee (for its benefit and for the benefit of the respective holders of the Second Priority Notes), the Bank Agent (for its benefit and for the benefit of the Euro Collateral Agent, U.K. Administrative Agent and the Lenders) and the Third Priority Notes Trustee (for its benefit and for the benefit of the holders of the Third Priority Notes), (b) in the event any Bank Related Hedging Obligations are to be secured by the Euro Security Documents, each Bank Related Hedging Exchanger party to any Bank Related Hedging Agreement, (c) in the event any Bank Related Cash Management Obligations are to be secured by the Euro Security Documents, each Bank Related Cash Management Exchanger party to any Bank Related Cash Management Agreement, (d) in the event any obligations in respect of Additional First Priority Bank Indebtedness are to be secured by the Euro Security Documents, the Bank Agent or the Administrative Agent in respect of such Additional First Priority Bank Indebtedness (for its benefit and for the benefit of the Lenders of such Additional First Priority Bank Indebtedness), (e) in the event any obligations in respect of Additional First Priority Capital Markets Indebtedness are to be secured by the Euro Security Documents, the Additional First Priority Capital Markets Indebtedness Representative in respect of such Additional First Priority Capital Indebtedness (for its benefit and for the benefit of the holders of such Additional First Priority Capital Markets Indebtedness), (f) in the event any obligations in respect of any Additional Second Priority Indebtedness are to be secured by the Euro Security Documents, the Additional Second Priority Indebtedness Representative in respect of such Additional Second Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Second Priority Indebtedness) and (g) in the event any obligations in respect of any Additional Third Priority Indebtedness are to be secured by the Euro Security Documents, the Additional Third Priority Indebtedness Representative in respect of such Additional Third Priority Indebtedness (for its benefit and for the benefit of the holders of such Additional Third Priority Indebtedness) desire to set forth (i) certain additional provisions regarding the appointment, duties and responsibilities of the Euro Collateral Agent and to set forth certain other provisions concerning the obligations of the Euro Pledgors to the Euro Secured Parties under the agreements referred to in the foregoing recitals and (ii) their agreement as to decisions relating to the exercise of remedies under the Euro Security Documents and certain limitations on the exercise of such remedies.

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WHEREAS, pursuant to Section 10(b) of the Original Agreement, the parties hereto are entering into this Agreement in order to amend and restate the Original Agreement to add appropriate references to the Credit Agreement and the First Priority Notes.

A G R E E M E N T

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Definitions.

The following capitalized terms used herein and not otherwise defined herein shall have the definitions set forth below. Terms not defined herein shall have the meanings ascribed to them in the Credit Agreement.

“Additional Bank Collateral” means the Additional Euro Stock Collateral, the Additional Cash Collateral and the Additional Subsidiary Borrower Collateral pledged to the Euro Collateral Agent for the benefit of the New Term Euro Lenders and the Revolving Euro Lenders under the Credit Agreement, any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger.

“Additional Euro Stock Collateral” means the capital stock of subsidiaries owned by each Euro Pledgor and pledged to the Euro Collateral Agent for the benefit of Bank Indebtedness only.

“Additional First Priority Bank Indebtedness” means New Term Euro Loans (as defined in the Credit Agreement) incurred by Crown Euroco pursuant to the Credit Agreement, which indebtedness is secured by a first priority Lien in the manner described herein on the Euro Collateral.

“Additional First Priority Capital Markets Indebtedness” means any unsubordinated indebtedness issued by a Euro Permitted Issuer after the date hereof and not owed to Crown Holdings or any of its subsidiaries (other than Additional First Priority Bank Indebtedness), to the extent permitted to be incurred by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, which indebtedness is secured by a first priority Lien in the manner described herein on the Euro Collateral.

“Additional First Priority Capital Markets Indebtedness Documents” means any indenture, debenture, note, guaranty, purchase agreement or other document executed by a Euro Permitted Issuer and its Subsidiaries in connection with the issuance of any such Additional First Priority Capital Markets Indebtedness.

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“Additional First Priority Capital Markets Indebtedness Representative” means any trustee or similar representative of the holders of any Additional First Priority Capital Markets Indebtedness.

“Additional Second Priority Indebtedness” means unsubordinated indebtedness issued or incurred by a Euro Permitted Issuer after the Original Effective Date and not owed to Crown Holdings or any of its subsidiaries, to the extent permitted to be incurred by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, which indebtedness is secured by a second priority Lien that is subject and subordinated to the Liens securing the First Priority Indebtedness in the manner described herein on the Euro Collateral.

“Additional Second Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement, purchase agreement or other document executed by a Euro Permitted Issuer and its Subsidiaries in connection with the issuance of any such Additional Second Priority Indebtedness.

“Additional Second Priority Indebtedness Representative” means any trustee or similar representative of the holders of any Additional Second Priority Indebtedness.

“Additional Subsidiary Borrower Collateral” means the assets of any subsidiary borrower under the Credit Agreement pledged to the Euro Collateral Agent for the benefit of Bank Indebtedness only and securing the Obligations of such subsidiary borrower under Bank Indebtedness only to the extent such subsidiary borrower is not otherwise a subsidiary guarantor under any Additional First Priority Capital Markets Indebtedness, Second Priority Indebtedness Documents or Third Priority Indebtedness Documents.

“Additional Third Priority Indebtedness” means unsubordinated indebtedness issued or incurred by a Euro Permitted Issuer after the Original Effective Date and not owed to Crown Holdings or any of its subsidiaries, to the extent permitted to be incurred by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, which indebtedness is secured by a third priority Lien that is subject and subordinated to the Liens securing the First Priority Indebtedness and Second Priority Indebtedness in the manner described herein on the Euro Collateral.

“Additional Third Priority Indebtedness Documents” means any indenture, debenture, note, guaranty, loan agreement, credit agreement, purchase agreement or other document executed by a Euro Permitted Issuer and its Subsidiaries in connection with the issuance of any Additional Third Priority Indebtedness.

“Additional Third Priority Indebtedness Representative” means any trustee or similar representative of the holders of any Additional Third Priority Indebtedness.

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“Affiliate” of any person means any other person which, directly or indirectly, controls, is controlled by or is under common control with such person.

“Bank Indebtedness” means (i) the Obligations of the Obligors under the Credit Documents (including Obligations in respect of Additional First Priority Bank Indebtedness) and (ii) the Obligations of the Obligors under the Bank Related Debt Agreements.

“Bank Indebtedness Documents” means (i) the Credit Documents and (ii) the Bank Related Debt Agreements.

“Bank Related Cash Management Agreements” means agreements of Crown Euroco, or any of its subsidiaries arising from treasury, depository and cash management services provided by one or more persons that is the Bank Agent or a Lender or an Affiliate thereof or any other person permitted under the Credit Agreement at the time that such Bank Related Cash Management Agreement was entered into.

“Bank Related Debt” means, collectively, the Bank Related Cash Management Obligations and the Bank Related Hedging Obligations.

“Bank Related Debt Agreements” means, collectively, the Bank Related Cash Management Agreements and the Bank Related Hedging Agreements.

“Bank Related Hedging Agreements” means, collectively, each Hedging Agreement of Crown Euroco or any of its subsidiaries entered into with any counterparty that is the Bank Agent or a Lender or an Affiliate thereof or any other person permitted under the Credit Agreement at the time such Hedging Agreement was entered into.

“Bankruptcy Law” means any law or statute for the supervision, administration or relief of debtors, including, without limitation, bankruptcy or insolvency laws.

“Credit Documents” means the Credit Agreement, each guaranty of the Obligations thereunder by a Euro Pledgor, and any other document executed by Crown Holdings or any of its subsidiaries in connection with the Credit Agreement (including, without limitation, any Joinder Agreement (as defined in the Credit Agreement) or any other documents executed or delivered with respect to any Additional First Priority Bank Indebtedness and the Euro Security Documents) in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“Enforcement Action” means any action whatsoever to:

(1) demand payment, declare prematurely due and payable or otherwise seek to accelerate payment of or place on demand all or any apart of any Intercompany Debt;

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(2) recover all or any part of any Intercompany Debt (including by exercising any right of set-off or combination of accounts);

(3) exercise or enforce any security right against assets or any other rights under any other document or agreement in relation to (or given in support of) all or any part of any Intercompany Debt;

(4) petition for (or take any other steps which may lead to) an Insolvency Event or the appointment of an administrator, a receiver or manager or equivalent in relation to the applicable Intercompany Creditor; or

(5) commence legal proceedings against the applicable Intercompany Creditor.

“Euro Collateral” means all collateral from time to time pledged or subject to or purported to be pledged or subject to the Lien of the Euro Security Documents (whether or not such Lien is determined to be unperfected or subject to avoidance), including any Additional Bank Collateral.

“Euro Permitted Issuer” means Crown Euroco or any direct special purpose finance Subsidiary of Crown Euroco formed solely to be the issuer of any Refinancing Plan Indebtedness (as defined in the Credit Agreement); provided that such person becomes a Loan Party (as defined in the Credit Agreement) and complies with Section 5.11 of the Credit Agreement.

“Euro Security Documents” means the non-U.S. collateral documents identified on Schedule 2 hereto (as amended, amended and restated, supplemented or otherwise modified from time to time, and each other non-U.S. collateral document executed and delivered pursuant to the Original Credit Agreement and the Credit Agreement securing assets of Crown Euroco or any Euro Pledgor (including the Additional Bank Collateral) or adding additional indebtedness as secured obligations thereunder as required herein.

“Event of Default” means an Event of Default as defined in the Credit Agreement.

“Exempted Indebtedness” shall mean any Indebtedness or other obligation which would be considered “Exempted Indebtedness” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt.

“Existing Unsecured Debt” means each of the following to the extent outstanding on the date hereof: (i) $300.0 million 8 ³/8% Notes due 2005 of CCSC issued under the 1995 Indenture; (ii) $200.0 million 8% Debentures due 2023 of CCSC issued under the 1993 Indenture; (iii) $350.0 million 7 ³/8% Debentures due 2026 of CCSC issued under the 1996 Indenture; (iv) $150.0 million 7 ¹/2% Debentures due 2096 of CCSC issued under the 1996 Indenture; (v) $300.0 million 7% Notes due 2006 of Crown Cork & Seal Finance PLC issued under

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the 1996 Indenture and (vi) €300.0 million 6% Senior Notes due 2004 of Crown Finance S.A. issued under the Fiscal and Paying Agency Agreement dated as of December 6, 1999 among CCSC, Crown Finance S.A. and Citibank, N.A., as paying agent.

“Financing Documents” means, collectively, the Credit Documents, the First Priority Notes Documents, the Second Priority Notes Documents, the Third Priority Notes Documents, the Bank Hedging Agreements, the Bank Related Cash Management Agreements, the Additional First Priority Capital Markets Indebtedness Documents, the Additional Second Priority Indebtedness Documents and the Additional Third Priority Indebtedness Documents.

“First Priority Agents” means, collectively, the First Priority Notes Trustee and any Additional First Priority Capital Markets Indebtedness Representative.

“First Priority Capital Markets Indebtedness” means (i) the Obligations of Crown Euroco and the Euro Pledgors under the First Priority Notes Documents and (ii) the Obligations of a Euro Permitted Issuer and the Euro Pledgors in respect of Additional First Priority Capital Markets Indebtedness issued under the applicable Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Capital Markets Indebtedness Documents” means, collectively, the First Priority Notes Documents and the Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Indebtedness” means (i) the Obligations of Crown Euroco, the Subsidiary Borrowers (as defined in the Credit Agreement) and the Euro Pledgors under the Credit Documents (including Obligations in respect of Additional First Priority Bank Indebtedness), (ii) the Obligations of Crown Euroco and the Euro Pledgors under the First Priority Notes Documents, (iii) the Obligations of Crown Euroco and the Euro Pledgors under the Bank Related Debt Agreements and (iv) the Obligations of any Euro Permitted Issuer and the Euro Pledgors under any Additional First Priority Capital Markets Indebtedness Documents.

“First Priority Indebtedness Documents” means, collectively, the Bank Indebtedness Documents and the First Priority Capital Markets Indebtedness Documents.

“First Priority Notes” means (i) the €350.0 million in aggregate principal amount of 6 ¹/4% First Priority Senior Secured Notes due 2011 of Crown Euroco issued on the date hereof and any exchange notes which are issued in a registered exchange offer for such notes and (ii) any additional 6 ¹/4% First Priority Senior Secured Notes due 2011, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the First Priority Notes Indenture.

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“First Priority Notes Documents” means the First Priority Notes Indenture, the First Priority Notes, each guaranty of the Obligations thereunder and any other document executed by Crown Holdings or any of its subsidiaries in connection with the issuance of the First Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, as permitted by the Credit Agreement.

“First Priority U.S. Obligations” shall mean, with respect to any of the Credit Documents, any and all obligations, liabilities and indebtedness of every kind, nature and description (whether or not constituting future advances or otherwise) from time to time owing by, or on behalf of, Crown Holdings, CCSC, Crown Usco and each other obligor or any of their subsidiaries under, or in connection with, borrowings by Crown Usco under the Credit Agreement, including principal, interest, charges, fees, premiums, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of such Credit Documents whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of such Credit Documents, or after the commencement of any case with respect to Crown Holdings, CCSC, Crown Usco and each other obligor or any of their subsidiaries under any Bankruptcy Law (at the rate provided for in the relevant Credit Documents) (and including, without limitation, any principal, interest, fees, costs, expenses and other amount, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising directly or howsoever acquired.

“French Security Documents” means the documents listed on Schedule 2 that Crown Euroco is the pledgor under.

“Global Participation Agreement” means the First Amended and Restated Global Participation and Proceeds Sharing Agreement dated as of the date hereof among the Bank Agent, Citicorp North America, Inc., as Administrative Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee, the Third Priority Notes Trustee, the Euro Collateral Agent on behalf of the Euro Secured Parties and the U.S. Collateral Agent (as defined in the U.S. Intercreditor Agreement) on behalf of the U.S. Secured Parties (as defined in the U.S. Intercreditor Agreement) and the Sharing Agent named therein and the other persons that become party thereto after the date hereof, as amended, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement or similar agreement.

“Insolvency Event” means a court making a winding-up order or an order for the dissolution or liquidation of an Intercompany Creditor or a liquidator or administrator or equivalent (but not an administrator, receiver, manager or equivalent appointed by the holder of a Lien) is appointed to an Intercompany Creditor.

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“Intercompany Creditors” means those Euro Pledgors or their subsidiaries that are creditors in relation to any Intercompany Debt.

“Intercompany Debt” means any money or liabilities now or in the future owing by any Euro Pledgor or its subsidiaries to any Intercompany Creditor together with all accrued interest and related costs, charges and expenses.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge, assignment, hypothecation or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset, (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities and (d) any other agreement intended to create any of the foregoing.

“1993 Indenture” means the Indenture dated as of April 1, 1993 between CCSC and Bank One Trust Company, NA, as successor to Chemical Bank, as trustee.

“1995 Indenture” means the Indenture dated as of January 15, 1995 between CCSC and Bank One Trust Company, NA, as successor to Chemical Bank, as trustee.

“1996 Indenture” means the Indenture dated as of December 17, 1996 among CCSC, Crown Cork & Seal Finance PLC, Crown Cork & Seal Finance, S.A. and The Bank of New York, as trustee.

“Obligations” shall mean, with respect to any of the Financing Documents, any and all obligations, liabilities and indebtedness of every kind, nature and description (whether or not constituting future advances or otherwise) from time to time owing by, or on behalf of, a Euro Permitted Issuer or any Euro Pledgor or any of their subsidiaries under, or in connection with, such Financing Documents, including principal, interest, charges, fees, premiums, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of such Financing Documents whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of such Financing Documents, or after the commencement of any case with respect to a Euro Permitted Issuer or any Euro Pledgor or any of their subsidiaries under the Bankruptcy Law (at the rate provided for in the relevant Financing Documents) (and including, without limitation, any principal, interest, fees, costs, expenses and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising directly or howsoever acquired.

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“Principal Property” has the meaning given to such term under the indentures, agreements and instruments governing the Existing Unsecured Debt as such indentures, agreements and instruments are in effect on the Original Effective Date.

“Restricted Collateral” shall mean the collective reference to all Principal Properties and Restricted Securities.

“Restricted Securities” shall mean any shares of capital stock or evidences of indebtedness for borrowed money issued by any Restricted Subsidiary and owned by Crown Holdings or any Restricted Subsidiary.

“Restricted Secured Indebtedness” shall mean, at any time, the portion of the Obligations constituting Exempted Indebtedness that is equal to the maximum aggregate amount of Exempted Indebtedness that may be secured at such time without causing any Existing Unsecured Debt to be required to be equally and ratably secured.

“Restricted Subsidiary” means any subsidiary of Crown Holdings that would be considered a “Restricted Subsidiary” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt, as such indenture, agreement or instrument is in effect on the Original Effective Date.

“Second Priority Agents” means, collectively, the Second Priority Notes Trustee and any Additional Second Priority Indebtedness Representative.

“Second Priority Dollar Notes” means (i) the $1.085 billion in aggregate principal amount of 9 ¹/2% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (ii) any additional 9 ¹/2% Second Priority Senior Secured Notes due 2011 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

“Second Priority Euro Notes” means (i) the €285 million in aggregate principal amount of 10 ¹/4% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (ii) any additional 10 ¹/4% Second Priority Senior Secured Notes due 2011, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the

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Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the Second Priority Notes Indenture.

“Second Priority Indebtedness” means (i) the Obligations of Crown Euroco and the Euro Pledgors under the Second Priority Notes Documents and (ii) the Obligations of any Euro Permitted Issuer and the Euro Pledgors under any Additional Second Priority Indebtedness Documents.

“Second Priority Indebtedness Documents” means, collectively, the Second Priority Notes Documents and the Additional Second Priority Indebtedness Documents.

“Second Priority Notes” means, collectively, the Second Priority Dollar Notes and the Second Priority Euro Notes.

“Second Priority Notes Documents” means the Second Priority Notes Indenture, the Second Priority Notes, each guaranty of the Obligations thereunder and any other document executed by Crown Holdings or any of its subsidiaries in connection with the issuance of the Second Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, as permitted by the Credit Agreement.

“Third Priority Agents” means, collectively, the Third Priority Notes Trustee and any Additional Third Priority Indebtedness Representative.

“Third Priority Indebtedness” means (i) the Obligations of Crown Euroco and the Euro Pledgors under the Third Priority Notes Documents and (ii) the Obligations of any Euro Permitted Issuer and the Euro Pledgors under any Additional Third Priority Indebtedness Documents.

“Third Priority Indebtedness Documents” means, collectively, the Third Priority Notes Documents and the Additional Third Priority Indebtedness Documents.

“Third Priority Notes” means (i) the $725 million in aggregate principal amount of 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of Crown Euroco issued on the Original Effective Date and any exchange notes which were issued in a registered exchange offer for such notes and (ii) any additional 10 ⁷/8% Third Priority Senior Secured Notes due 2013 of Crown Euroco, to the extent that the issuance of such notes is permitted by the Credit Agreement, the First Priority Notes Indenture, the Second Priority Notes Indenture and the Third Priority Notes Indenture, and any exchange notes which are issued in a registered exchange offer for such notes, in each case issued under the Third Priority Notes Indenture.

“Third Priority Notes Documents” means the Third Priority Notes Indenture, the Third Priority Notes, each guaranty of the Obligations thereunder and any other document executed

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by Crown Holdings or any of its subsidiaries in connection with the issuance of the Third Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, as permitted by the Credit Agreement.

“U.S. Intercreditor Agreement” means the First Amended and Restated U.S. Intercreditor and Collateral Agency Agreement dated as of the date hereof among Citicorp North America, Inc., as U.S. Collateral Agent, Citicorp North America, Inc., as administrative agent, Citibank International plc, as U.K. administrative agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee and the other persons that become parties thereto after the date hereof, as amended and restated as of the date hereof, and as amended, amended and restated, supplemented, replaced or otherwise modified from time to time.

Section 2. Appointment as Euro Collateral Agent.

The Bank Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee and the Third Priority Notes Trustee each hereby irrevocably and unconditionally appoints, and each Bank Related Hedging Exchanger, Bank Related Cash Management Exchanger, Additional First Priority Capital Markets Indebtedness Representative, Additional Second Priority Indebtedness Representative and Additional Third Priority Indebtedness Representative (each such party, a “Euro Secured Party”) signing an acknowledgment hereto, by such signing, irrevocably and unconditionally appoints, Citicorp Trustee Company Limited to serve as collateral agent and representative of each such Euro Secured Party under each of the Euro Security Documents (in such capacity, together with its successors in such capacity, the “Euro Collateral Agent”) and irrevocably and unconditionally authorizes the Euro Collateral Agent to act as agent for the Euro Secured Parties for the purpose of executing and delivering, on behalf of all such Euro Secured Parties, the Euro Security Documents and the Global Participation Agreement and any other documents or instruments related thereto or necessary or, as determined by the Euro Collateral Agent (acting on the instructions of the Requisite Obligees), desirable to perfect the Liens granted to the Euro Collateral Agent thereunder and, subject to the provisions of this Agreement, for the purpose of enforcing the Euro Secured Parties’ rights in respect of the Euro Collateral and the obligations of the Euro Pledgors under the Euro Security Documents, and for the purpose of, or in connection with, releasing the obligations of the Euro Pledgors under the Euro Security Documents in accordance with the terms of the Financing Documents.

Without limiting the generality of the foregoing, the Euro Collateral Agent is further hereby appointed as agent for each of the Euro Secured Parties to hold the Liens on the Euro Collateral granted pursuant to the Euro Security Documents with, subject to Section 3, sole authority to exercise remedies under the Euro Security Documents. The Euro Collateral Agent is hereby authorized to act as mortgagee under all mortgages, beneficiary under all deeds of trust and as Euro Secured Party under each applicable Euro Security Document and to follow the instructions provided to it under this Agreement.

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Section 3. Decisions Relating to Exercise of Remedies Vested in Requisite Obligees.

(a) Except as otherwise provided in Section 3 of the Global Participation Agreement, the Euro Collateral Agent shall exercise its rights, powers and discretions under this Agreement, the Credit Agreement and the Euro Security Documents or otherwise arising in relation to the Euro Collateral (including as mandataire for purposes of the fifth paragraph of this subsection 3(a)) in accordance with the written directions of the Requisite Obligees and any rights or obligations of the Euro Collateral Agent hereunder or under the Credit Agreement or Euro Security Documents shall be subject to the provisions of this Section.

For purposes of this Agreement, “Requisite Obligees” means, for purposes of directing the Euro Collateral Agent with respect to any of the foregoing actions to be taken pursuant to any of the Euro Security Documents, the Bank Agent (including on behalf of any Lenders of Additional First Priority Bank Indebtedness) and the Administrative Agent; provided that if the Obligations and the First Priority U.S. Obligations under the Credit Documents and Bank Related Debt have been indefeasibly paid in full in cash without any refinancing thereof through the incurrence of indebtedness having a Lien on any Euro Collateral and the Credit Agreement and all letters of credit thereunder and the Bank Related Debt Agreements have terminated, “Requisite Obligees” shall mean (1) the First Priority Notes Trustee until all First Priority Capital Markets Indebtedness shall have been indefeasibly paid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any Euro Collateral and the First Priority Capital Markets Indebtedness Documents have terminated, (2) thereafter, the Second Priority Notes Trustee until all Second Priority Indebtedness shall have been indefeasibly paid in full without any refinancing thereof through the incurrence of indebtedness having a Lien on any Euro Collateral and the Second Priority Indebtedness Documents have terminated, and (3) thereafter, the Third Priority Notes Trustee; provided, further, that for purposes of directing the Euro Collateral Agent with respect to Additional Bank Collateral, Requisite Obligees shall mean the Bank Agent and the Administrative Agent (as defined in the Credit Agreement) in all cases.

The Euro Collateral Agent shall refrain from exercising any right, power or discretion vested in it under this Agreement, the Credit Agreement or the Euro Security Documents or otherwise arising in relation to the Euro Collateral (including as mandataire for purposes of the fifth paragraph of this subsection 3(a)) unless and until instructed by the Requisite Obligees as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (other than any right, power or discretion which is reasonably incidental to any right, power or discretion in relation to which it has received such instructions, in which case the following sentence shall apply). The Euro

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Collateral Agent may, in the exercise of its duties, obligations and responsibilities hereunder, do any act or thing reasonably incidental, in the opinion of the Euro Collateral Agent, to any instructions received by it from the Requisite Obligees which in its discretion it deems advisable for the protection and benefit of the Euro Secured Parties.

The Euro Collateral Agent has executed or shall be executing the Euro Security Documents on behalf of the Euro Secured Parties upon the instructions of the Euro Secured Parties and shall not be responsible or liable for the legality, validity, effectiveness, genuineness, adequacy, enforceability or sufficiency of any of the Euro Security Documents or the Euro Collateral.

For the avoidance of doubt, in particular with respect to the Euro Collateral Agent’s appointment as holder of the Liens on the Euro Collateral and its ability to perfect and enforce, if required before a court of law, the Euro Collateral, as agent for the Euro Secured Parties, for French law purposes only, the Euro Collateral Agent shall be deemed to act as “mandataire” for the Euro Secured Parties pursuant to Article 1984 et seq. of the French Civil Code. With respect to any bankruptcy or insolvency proceeding of Crown Euroco in France, the Euro Collateral Agent shall be deemed to represent the Requisite Obligees only for purposes of making requests or demands in such proceeding.

The Euro Collateral Agent shall not be required to take any action (including as mandataire for purposes of the fifth paragraph of this subsection 3(a)) that it believes is contrary to law or to the terms of this Agreement or any of the Euro Security Documents or which it believes would subject it or any of its officers, employees or directors to liability, and the Euro Collateral Agent shall not be required to take any action under this Agreement or any of the Euro Security Documents (including as mandataire for purposes of the fifth paragraph of this subsection 3(a)), unless and until the Euro Collateral Agent shall receive additional indemnities to its satisfaction from the Euro Secured Parties (or the holders represented thereby) against any and all losses, costs, expenses or liabilities in connection therewith.

(b) Each Euro Secured Party executing this Agreement or an acknowledgment hereto agrees that (i) the Euro Collateral Agent shall act as the Requisite Obligees may request (regardless of whether any Euro Secured Party or any holder represented thereby agrees, disagrees or abstains with respect to such request), (ii) the Euro Collateral Agent shall have no liability for acting in accordance with such request (provided such action does not, on its face, conflict with the express terms of this Agreement (or such term has been waived in accordance with the terms hereof)) and (iii) no Euro Secured Party or any holder represented thereby shall have any liability to any other Euro Secured Party or any holder represented thereby for any such request. The Euro Collateral Agent shall give prompt notice to all Euro Secured Parties of actions taken pursuant to the instructions of Requisite Obligees; provided, however, that the failure to give any such notice shall not impair the right of the Euro Collateral Agent to take any such action or the validity or enforceability under this Agreement or the applicable Euro Security Document of the action so taken or create a cause of action against the Euro Collateral Agent.

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(c) Each Euro Secured Party agrees that unless and until such Euro Secured Party is entitled to give direction to the Euro Collateral Agent pursuant to Section 3(a) with respect to a Euro Security Document, the only right of such Euro Secured Party under the Euro Security Documents is for the Obligations owing to such Euro Secured Party to be secured by the Euro Collateral, and to receive a share of the Proceeds of such Euro Collateral, if any, as and when provided in the Euro Security Documents and Section 4 and Section 5 hereof.

(d) Notwithstanding anything to the contrary set forth in any of the Financing Documents or contained herein and irrespective of:

(i) the time, order or method of creation, attachment or perfection of the respective security interests and/or Liens granted to the Euro Collateral Agent for the benefit of the Euro Secured Parties in or on any or all of the property or assets of Crown SAS, Crown Euroco and its subsidiaries,

(ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Euro Collateral,

(iii) whether any Euro Secured Party or any bailee or agent thereof holds possession of any or all of the property or assets of any Euro Pledgor,

(iv) the dating, execution or delivery of any agreement, document or instrument granting any Euro Secured Party security interests and/or Liens in or on any or all of the property or assets of any Euro Pledgor,

(v) the giving or failure to give notice of the acquisition or expected acquisition of any purchase money or other security interest and

(vi) the rules for determining priority under any law or rule governing the relative priorities of secured creditors,

(I) any security interest in any Euro Collateral heretofore or hereafter granted or purported to be granted to secure any Obligations in respect of First Priority Indebtedness pursuant to any Euro Security Document or otherwise has and, except as provided in Section 3(i), shall have priority, to the extent of any such unpaid Obligations under First Priority Indebtedness, over any security interest in such Euro Collateral granted to secure any Obligations in respect of Second Priority Indebtedness and Third Priority Indebtedness, and any Lien or security interest in the Euro Collateral held by or for the benefit of the holders of Second Priority Indebtedness and Third Priority Indebtedness shall be in all respects and for all purposes junior to and subordinated to all Liens and security interests in the Euro Collateral held by or for the benefit

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of holders of First Priority Indebtedness; and (II) any security interest in any Euro Collateral heretofore or hereafter granted to secure any Obligations in respect of Second Priority Indebtedness pursuant to any Euro Security Document or otherwise has and, except as provided in Section 3(i), shall have priority, to the extent of any such unpaid Obligations under Second Priority Indebtedness, over any security interest in such Euro Collateral granted to secure any Obligations in respect of Third Priority Indebtedness, and any Lien or security interest in the Euro Collateral held by or for the benefit of the holders of Third Priority Indebtedness shall be in all respects and for all purposes junior to and subordinated to all Liens and security interests in the Euro Collateral held by or for the benefit of holders of Second Priority Indebtedness. With respect to the French Security Documents, notwithstanding that the Euro Collateral subject to the Lien thereunder (except for shares of Crown Euroco, which will be pledged exclusively for the benefit of the Bank Indebtedness) secures the First Priority Indebtedness, Second Priority Indebtedness and Third Priority Indebtedness on a pari passu basis, such Lien shall be subject to the priorities described herein, including, without limitation, Section 4.

(e) The Euro Collateral Agent may at any time request directions from the Requisite Obligees with respect to the Euro Security Documents as to any course of action or other matter relating hereto or to any Euro Security Document. Except as set forth in Section 3(f) below, directions given by Requisite Obligees to the Euro Collateral Agent hereunder shall be binding on all Euro Secured Parties for all purposes.

(f) (i) Subject to the application of Proceeds (as defined below) pursuant to Section 4, (A) the Euro Collateral Agent may release the Lien of the Euro Security Documents against any portion or all of the Euro Collateral, to the extent approved by the Requisite Obligees and (B) the Euro Collateral Agent shall release the Lien of the Euro Security Documents against all of the Euro Collateral and terminate the Euro Security Documents after all Bank Indebtedness and First Priority U.S. Obligations have been repaid in full and the Bank Indebtedness Documents have been terminated; provided, however, that (I) no such release under clause (A) of this sentence (other than (a) a release permitted by Section 3(f)(ii) and (b) a release in connection with the foreclosure, sale or disposition of Euro Collateral by the Euro Collateral Agent hereunder in connection with the enforcement of rights and exercise of remedies in respect of such Euro Collateral) of Euro Collateral that is not Additional Bank Collateral shall be effective against any First Priority Agent or any holder of First Priority Capital Markets Indebtedness if such First Priority Agent or any holder of First Priority Capital Markets Indebtedness shall have delivered a notice to the Euro Collateral Agent not later than one Business Day prior to the date of release that a default or event of default shall have occurred and be continuing under such applicable First Priority Capital Markets Indebtedness Document as of the time of such proposed release, unless such First Priority Agent consents to such release, (II) no such release (other than (a) a release permitted by Section 3(f)(ii) and (b) a release in connection with the foreclosure, sale or disposition of Euro Collateral by the Euro Collateral Agent hereunder in connection with the enforcement of rights and exercise of remedies in respect of such Euro Collateral) of Euro Collateral that is not Additional Bank

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Collateral shall be effective against any Second Priority Agent or any holder of Second Priority Indebtedness if any Second Priority Agent or any holder of Second Priority Indebtedness shall have delivered a notice to the Euro Collateral Agent not later than one Business Day prior to the date of release that a default or event of default shall have occurred and be continuing under any Second Priority Indebtedness Document as of the time of such proposed release, unless such Second Priority Agent consents to such release; and (III) no such release (other than (a) a release permitted by Section 3(f)(ii) and (b) a release in connection with the foreclosure, sale or disposition of Euro Collateral by the Euro Collateral Agent hereunder in connection with the enforcement of rights and exercise of remedies in respect of such Euro Collateral) shall be effective against any Third Priority Agent or any holder of Third Priority Indebtedness if any Third Priority Agent or any holder of Third Priority Indebtedness shall have delivered a notice to the Euro Collateral Agent not later than one Business Day prior to the date of release that a default or event of default shall have occurred and be continuing under any Third Priority Indebtedness Document as of the time of such release, unless such Third Priority Agent consents to such release.

(i) Subject to the application of Proceeds pursuant to Section 4, upon any (A) sale or other transfer of any Euro Collateral, or (B) the sale or transfer of the Equity Interests of any Euro Pledgor resulting in such Euro Pledgor ceasing to be a Subsidiary, in each case, to any person that is not a Euro Pledgor or Affiliate (other than, in the case of clause (A) only, a Receivables Subsidiary (as defined in the Credit Agreement)) and such sale or transfer is not prohibited by, in the case of Euro Collateral that is not Additional Bank Collateral, the Financing Documents, and in the case of Additional Bank Collateral, the Credit Agreement, the Lien of the Euro Security Documents on such Euro Collateral, or the Lien of the Euro Security Documents on the Euro Collateral owned by such Euro Pledgor, as applicable, shall be released without recourse or warranty; provided, that the Euro Collateral Agent may request, and shall be entitled to rely upon, an officers’ certificate of such Euro Pledgor stating that such sale or transfer is not prohibited by the Financing Documents or the Credit Agreement, as applicable. In connection with such release, the Euro Collateral Agent shall execute and deliver to any Euro Pledgor, at such Euro Pledgor’s expense, all documents that such Euro Pledgor shall reasonably request to evidence such termination or release.

(ii) Notwithstanding anything to the contrary in this Section 3(f), (x) any release of Euro Collateral under the Euro Security Documents shall be a release of such Euro Collateral with respect to each Euro Secured Party and (y) if any Lien in any Euro Collateral (other than Additional Bank Collateral) previously released pursuant to Section 3(f)(i) is subsequently granted to any Euro Secured Party and such Lien does not otherwise comply with Section 4.11 of the First Priority Notes Indenture, Section 4.11 of the Second Priority Notes Indenture and Section 4.11 of the Third Priority Notes Indenture, such Lien must be granted to each of the Euro Secured Parties to the extent required under the applicable Financing Documents, subject to the relative priorities set forth in this Agreement.

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(g) Each Euro Secured Party agrees that no Euro Secured Party shall have any right to, and agrees that it shall not, take any action whatsoever to enforce any term or provision of any Euro Security Document or to enforce any of its rights in respect of the Euro Collateral (whether arising under any Financing Document, operation of law, statute or otherwise), it being understood that all rights and remedies under the Euro Security Documents shall be enforced and executed exclusively by the Euro Collateral Agent pursuant to this Agreement. Without limiting any of the foregoing, each Euro Secured Party irrevocably and unconditionally agrees that so long as any of the Obligations in respect of the Bank Indebtedness Documents have not been indefeasibly paid in full in cash without any refinancing thereof through the incurrence of indebtedness in any case under the Bankruptcy Law with respect to Crown Euroco or any of its subsidiaries, all other Euro Secured Parties shall not contest any request by the Bank Agent or Euro Collateral Agent for relief from any applicable Bankruptcy Law.

In the event of any dissolution, winding-up, liquidation or reorganization of Crown Euroco or any of its subsidiaries (whether in bankruptcy, insolvency, administration or receivership proceedings, voluntary or involuntary, or upon a general assignment for the benefit of creditors or any other marshaling of the assets of Crown Euroco or any of its subsidiaries or any other similar remedy or otherwise) tending towards liquidation of the business and assets of Crown Euroco or any of its subsidiaries, if any First Priority Agent, any Second Priority Agent or any Third Priority Agent does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the Euro Collateral Agent shall have the right (but not the obligation) to file and is hereby authorized and empowered, and irrevocably appointed as attorney-in-fact, to file an appropriate claim for and on behalf of the holders of such indebtedness. In addition, in connection with any plan proposed by the Bank Agent that is consistent with the terms of this Agreement, each First Priority Agent, each Second Priority Agent and each Third Priority Agent agrees to vote its claim to approve such plan.

Each Euro Secured Party (other than the U.K. Administrative Agent (as defined in the Credit Agreement) and the Euro Collateral Agent) agrees that (i) it will provide notices (such notices to be provided in writing and contemporaneously with any notice provided to Crown Euroco or any Euro Pledgor) to each other Euro Secured Party and the Euro Collateral Agent with respect to the acceleration of its respective indebtedness; provided, however, that the failure to give any such notice to the other Euro Secured Party shall not affect the effectiveness of any notice given to Crown Euroco or any Euro Pledgor or the validity of this Agreement or create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party; (ii) the Euro Secured Parties will not contest each other’s security interest in and/or Liens granted for the benefit of any or all of the Euro Secured Parties in or on any or all of the property or assets of Crown Euroco and the Euro Pledgors and their respective subsidiaries (including, without limitation, in respect of the Liens of the Bank Agent and Lenders in the Additional Bank Collateral) or contest the validity

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of the documents governing their respective security interests and Liens or assert a claim inconsistent with the terms of this Agreement; and (iii) in a bankruptcy or insolvency proceeding, the Requisite Obligees may consent to the use of cash collateral in their sole discretion.

Each Euro Secured Party waives any and all rights to (i) require the Euro Collateral Agent to marshal any property or assets of the Euro Pledgors or to resort to any of the property or assets of the Euro Pledgors in any particular order or manner and (ii) require the Euro Collateral Agent to enforce any guaranty or any security interest or Lien to secure the payment of any or all Obligations as a condition precedent or concurrent to taking any action against or with respect to the Euro Collateral.

(h) It is understood and agreed that the Additional Bank Collateral shall only secure Obligations under Bank Indebtedness and is for the benefit of the Bank Agent on behalf of the Lenders and any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger. Each Euro Secured Party (other than the Bank Agent on behalf of the Lenders and agents under the Credit Agreement, any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger) acknowledges and agrees that it has no Lien on the Additional Bank Collateral.

(i) Notwithstanding any provision of the Euro Security Documents, for so long as any Existing Unsecured Debt is outstanding and if any Euro Collateral constitutes Restricted Collateral thereunder, then such Euro Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness. Furthermore, if any Euro Collateral constitutes Intercompany Debt that is represented by a “security”, as defined under the U.S. Securities Act of 1933, as amended (the “Securities Act”), then the amount realizable with respect to any single such security upon any exercise of remedies by the holders of First Priority Capital Markets Indebtedness, Second Priority Indebtedness or Third Priority Indebtedness shall be limited to the amount necessary such that the issuer of such security shall not be required to prepare separate audited financial statements under the applicable rules or regulations of the United States Securities and Exchange Commission; provided, however, that this sentence shall not limit the Obligations secured or amount realizable under Bank Indebtedness.

(j) Notwithstanding anything to the contrary in this Agreement or the Euro Security Documents, if any Existing Unsecured Debt is required to be secured by Principal Property or Restricted Securities (to the extent such Restricted Securities constitute Euro Collateral under the Euro Security Documents) due to the triggering of a negative pledge covenant in any indenture pursuant to which such Existing Unsecured Debt is issued, the First Priority Indebtedness, the Second Priority Indebtedness and the Third Priority Indebtedness shall be secured equally and ratably (except in the case of Additional Bank Collateral which shall secure only Bank Indebtedness) with such Existing Unsecured Debt with respect to the Lien of such Existing Unsecured Debt on such Principal Property or Restricted Securities to the extent such Restricted Securities constitute Euro Collateral under the Euro Security Documents for so long as such Existing Unsecured Debt is so secured.

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Section 4. Application of Proceeds.

(a) Any and all amounts actually received by the Euro Collateral Agent in connection with the enforcement of the Euro Security Documents, including the proceeds of any collection, sale or other disposition of the Euro Collateral or any portion thereof (collectively, “Proceeds”) shall be applied promptly by the Euro Collateral Agent, subject to the terms of the Global Participation Agreement, as follows:

First, to the payment of the costs and expenses of such sale, collection or other realization, including reasonable compensation to the Euro Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Euro Collateral Agent in connection therewith and all amounts for which Euro Collateral Agent is entitled to indemnification hereunder, and to the payment of all costs and expenses paid or incurred by Euro Collateral Agent in connection with the exercise of any right or remedy hereunder;

Second, to the payment of the Obligations in respect of First Priority Indebtedness (including any deposits into a collateral account for outstanding letters of credit under the Credit Agreement, provided that if such letters of credit expire without being fully drawn, then at that time, such excess amounts shall be applied as provided in this Section 4 to then outstanding Obligations in respect of First Priority Indebtedness) for the ratable benefit of the holders thereof;

Third, only after indefeasible payment in full of all Obligations in respect of First Priority Indebtedness and the First Priority Indebtedness Documents have terminated and the letters of credit under the Credit Agreement have been canceled, to the payment of Obligations in respect of Second Priority Indebtedness for the ratable benefit of the holders thereof;

Fourth, only after indefeasible payment in full of all Obligations in respect of First Priority Indebtedness and Second Priority Indebtedness and the First Priority Indebtedness Documents and Second Priority Indebtedness Documents have terminated, to the payment of Obligations in respect of Third Priority Indebtedness for the ratable benefit of the holders thereof; and

Fifth, after indefeasible payment in full of all Obligations in respect of First Priority Indebtedness, Second Priority Indebtedness and Third Priority Indebtedness and the First Priority Indebtedness Documents, the Second Priority

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Indebtedness Documents and the Third Priority Indebtedness Documents have terminated, to the respective Euro Pledgor of such Euro Collateral or its successors or assigns, or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such Proceeds;

provided, that if such Euro Collateral is Additional Bank Collateral, such Proceeds shall not be applied to the payment of Obligations in respect of First Priority Capital Markets Indebtedness, Second Priority Indebtedness or Third Priority Indebtedness.

Until Proceeds are so applied, the Euro Collateral Agent shall hold such Proceeds in its custody in accordance with its regular procedures for handling deposited funds.

For the purposes of determining ratable amounts under this Section 4, the Euro Collateral Agent will use the Dollar Equivalent (as defined in the Credit Agreement) at the time of determination of the First Priority Indebtedness, Second Priority Indebtedness and Third Priority Indebtedness outstanding.

(b) (i) (A) Any Proceeds from any Additional Bank Collateral received by the Euro Collateral Agent to be distributed under Section 4(a) to payment of the Obligations in respect of Bank Indebtedness shall be applied so that each Euro Secured Party that is a Lender with respect thereto that is then secured by the Additional Bank Collateral giving rise to such Proceeds shall receive payment of the same proportionate amount of all such Obligations and (B) any Proceeds from any Euro Collateral (other than Additional Bank Collateral) received by the Euro Collateral Agent to be distributed under Section 4(a) to payment of the Obligations in respect of First Priority Indebtedness shall be applied so that each Euro Secured Party with respect thereto that is then secured by the Euro Collateral (other than Additional Bank Collateral) giving rise to such Proceeds shall receive payment of the same proportionate amount of all such Obligations, (ii) any Proceeds received by the Euro Collateral Agent to be distributed under Section 4(a) to payment of the Obligations in respect of Second Priority Indebtedness shall be applied so that each Euro Secured Party with respect thereto that is then secured by the Euro Collateral giving rise to such Proceeds shall receive payment of the same proportionate amount of all such Obligations and (iii) any Proceeds received by the Euro Collateral Agent to be distributed under Section 4(a) to payment of the Obligations in respect of Third Priority Indebtedness shall be applied so that each Euro Secured Party with respect thereto that is then secured by the Euro Collateral giving rise to such Proceeds shall receive payment of the same proportionate amount of all such Obligations. For purposes of determining the proportionate amounts of all Obligations in respect of First Priority Indebtedness when Proceeds are to be distributed under this Section 4, the amount of the outstanding Obligations under the First Priority Indebtedness Documents, respectively, shall be deemed to be the principal (including the face amount of outstanding letters of credit) and interest then due and payable under the First Priority Indebtedness plus any other fees, indemnities and costs then

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due and payable under the First Priority Indebtedness Documents (it being agreed that the amount of the outstanding Bank Related Hedging Obligations and Bank Related Cash Management Obligations of any Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger shall be deemed to be the amount of Crown Euroco’s or any of its subsidiaries’ obligations then due and payable (exclusive of expenses or similar liabilities but including any early termination payments then due) under the applicable Bank Related Hedging Agreements or Bank Related Cash Management Agreements). For purposes of determining the proportionate amounts of all Obligations in respect of Second Priority Indebtedness when Proceeds are to be distributed under this Section 4, the amount of the outstanding Obligations in respect of the Second Priority Indebtedness shall be deemed to be the principal and interest then due and payable under the Second Priority Indebtedness Documents, plus any other fees, indemnities and costs then due and payable under the Second Priority Indebtedness Documents. For purposes of determining the proportionate amounts of all Obligations in respect of Third Priority Indebtedness when Proceeds are to be distributed under this Section 4, the amount of the outstanding Obligations in respect of the Third Priority Indebtedness shall be deemed to be the principal and interest then due and payable under the Third Priority Indebtedness Documents, plus any other fees, indemnities and costs then due and payable under the Third Priority Indebtedness Documents.

(c) Payments by the Euro Collateral Agent on account of Proceeds received by the Euro Collateral Agent in respect of the Obligations under the Credit Agreement shall be made to the Bank Agent for distribution by the Bank Agent to the Lenders and other Euro Secured Parties under the Credit Agreement in accordance with the Credit Agreement and as follows: (i) any payments in respect of Bank Related Hedging Obligations and Bank Related Cash Management Obligations shall be made as directed by the Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger to which such Bank Related Hedging Obligations or Bank Related Cash Management Obligations are owed; and (ii) any payments in respect of loans or outstanding letters of credit made to or on behalf of Crown Euroco under the Credit Agreement shall be paid to the Bank Agent for the benefit of the Lenders and other Euro Secured Parties under the Credit Agreement. All other payments on account of Proceeds received by Euro Collateral Agent in respect of all other Obligations in respect of First Priority Capital Markets Indebtedness, Second Priority Indebtedness and Third Priority Indebtedness shall be paid to the First Priority Agents, the Second Priority Agents and the Third Priority Agents, as applicable, on behalf of the holders of such indebtedness.

Section 5. Certain Provisions Regarding Second Priority Indebtedness and Third Priority Indebtedness.

(a) This Section 5 shall apply to Second Priority Indebtedness and Third Priority Indebtedness in relation to First Priority Indebtedness at any time that Obligations under First Priority Indebtedness are outstanding.

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(b) In the event any Proceeds of Euro Collateral are received by any Second Priority Agent or any holder of Second Priority Indebtedness or any Third Priority Agent or any holder of Third Priority Indebtedness other than as expressly permitted by the terms of this Agreement, such Proceeds shall be received by such person in trust for the benefit of the Bank Agent, the First Priority Agents and the holders of First Priority Indebtedness and such person shall promptly turn over such proceeds to the Euro Collateral Agent (in the same form as received, with any necessary non-recourse endorsement), for application (in the case of cash) to, or as Euro Collateral (in the case of non-cash property or securities) for, the payment or prepayment of the First Priority Indebtedness remaining unpaid to the extent necessary to pay such First Priority Indebtedness in full in accordance with its terms. In the event any Second Priority Agent or any holder of Second Priority Indebtedness or any Third Priority Agent or any holder of Third Priority Indebtedness fails to provide any endorsement, as contemplated by the preceding sentences, the Euro Collateral Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable).

(c) Each Second Priority Agent and each holder of Second Priority Indebtedness and each Third Priority Agent and each holder of Third Priority Indebtedness hereby waives all rights of subrogation to the claims of the Bank Agent, the First Priority Agents and holders of First Priority Indebtedness against Crown Holdings or any of its subsidiaries, and waives all rights of recourse to any security for any First Priority Indebtedness, until such time as all First Priority Indebtedness shall have been indefeasibly paid in full in cash and the First Priority Indebtedness Documents and all commitments thereunder shall have terminated pursuant to the respective terms and provisions thereof; provided that if any payment to the Bank Agent, First Priority Agents or any holder of First Priority Indebtedness is rescinded as a result of a proceeding or otherwise, the subrogation of each Second Priority Agent and each holder of Second Priority Indebtedness and each Third Priority Agent and each holder of Third Priority Indebtedness as provided herein shall likewise be rescinded until all of the First Priority Indebtedness is indefeasibly paid in full in cash.

(d) No right of the Euro Collateral Agent or the Bank Agent, First Priority Agents or holder of First Priority Indebtedness to enforce the subordination of the Liens on Euro Collateral securing all or any part of the Second Priority Indebtedness and Third Priority Indebtedness shall be impaired by any act or failure to act by Crown SAS, Crown Euroco or any of their subsidiaries or by its failure to comply with this Agreement. Without limiting the generality of the foregoing, the rights of the Euro Collateral Agent, the Bank Agent, the First Priority Agents and holders of First Priority Indebtedness under this Agreement shall remain in full force and effect without regard to, and shall not be impaired by: (i) any act or failure to act of Crown SAS, Crown Euroco or any of their subsidiaries, the Bank Agent or any First Priority Agent or holder of any First Priority Indebtedness, or any noncompliance by Crown SAS, Crown Euroco or any of their subsidiaries, the Bank Agent or any First Priority Agent or holder of any First Priority Indebtedness with any agreement or obligation, regardless of any

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knowledge thereof which the Euro Collateral Agent, the Bank Agent or any First Priority Agent or holder of the First Priority Indebtedness may have or with which the Euro Collateral Agent or the Bank Agent, any First Priority Agent or holder of any First Priority Indebtedness may be charged, (ii) the validity or enforceability of any of any First Priority Indebtedness Documents or of the Lien created by the Euro Security Documents or the avoidance of any First Priority Indebtedness or such Lien under the Bankruptcy Law or other applicable law (and all of the provisions of this Agreement shall be applied as though there were no such invalidity or avoidance), (iii) any extension or indulgence in respect of any payment or prepayment of the First Priority Indebtedness or any part thereof or in respect of any other amount payable to the Euro Collateral Agent, the Bank Agent or any First Priority Agent or holder of any First Priority Indebtedness, (iv) any amendment, modification or waiver of any of the terms of any First Priority Indebtedness Document or any Second Priority Indebtedness Document or any Third Priority Indebtedness Document, (v) any exercise, delayed exercise or non-exercise by the Euro Collateral Agent, the Bank Agent or any First Priority Agent or holder of any First Priority Indebtedness of any right, power, privilege or remedy under or in respect of any First Priority Indebtedness, the Euro Collateral or this Agreement, (vi) any other action of the Euro Collateral Agent, the Bank Agent or any First Priority Agent or holder of any First Priority Indebtedness permitted under any First Priority Indebtedness Documents or this Agreement or (vii) the absence of any notice to, or knowledge by, any Second Priority Agent or holder of any Second Priority Indebtedness or any Third Priority Agent or any holder of any Third Priority Indebtedness of the existence, creation or non-payment of all or any part of any First Priority Indebtedness, or the occurrence of any of the matters or events set forth in the foregoing clauses (i) through (vii), except as such notice shall be specifically required pursuant to the terms thereof.

(e) All of the First Priority Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement and each Second Priority Agent and each holder of Second Priority Indebtedness and each Third Priority Agent and each holder of Third Priority Indebtedness expressly waives (i) notice of acceptance by the Euro Collateral Agent or the Bank Agent, the First Priority Agents or holder of any First Priority Indebtedness of this Agreement, (ii) notice of the existence or creation or non-payment of all or any part of any First Priority Indebtedness, (iii) all diligence in collection or protection of or realization upon all or any part of any First Priority Indebtedness or any security therefor and any requirement that the Euro Collateral Agent or the Bank Agent, the First Priority Agents or holder of any First Priority Indebtedness protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against Crown SAS, Crown Euroco or any of their subsidiaries or any other person or any such property, and (iv) promptness, diligence, notice of acceptance and any other notice with respect to any of the First Priority Indebtedness.

(f) Each Second Priority Agent and holder of Second Priority Indebtedness and each Third Priority Agent and holder of Third Priority Indebtedness agrees and consents that

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the Bank Agent, the First Priority Agents and each holder of First Priority Indebtedness may, at any time and from time to time, in their sole discretion, without the consent of or notice to the Second Priority Agent or the holders of Second Priority Indebtedness or any Third Priority Agent or any holder of Third Priority Indebtedness (except to the extent such notice is specifically required pursuant to the provisions of this Agreement), without incurring responsibility to any Second Priority Agent or holder of Second Priority Indebtedness or any Third Priority Agent or any holder of Third Priority Indebtedness, and without impairing or releasing the subordination provided for herein or the obligations of any Second Priority Agent or holder of Second Priority Indebtedness or any Third Priority Agent or holder of Third Priority Indebtedness to the Bank Agent, the First Priority Agents or holder of First Priority Indebtedness hereunder, amend, restate, supplement or otherwise modify the First Priority Indebtedness Documents in any way whatsoever, including, without limitation, the following: (i) shorten the final maturity of all or any part of the First Priority Indebtedness, (ii) modify the amortization of the principal amount of all or any part of the First Priority Indebtedness, (iii) increase the principal amount of the First Priority Indebtedness, or otherwise provide for additional advances, (iv) raise the standard or default per annum interest rates applicable to all or any part of the First Priority Indebtedness, (v) impose any additional fees or penalties upon Crown SAS, Crown Euroco or any of their subsidiaries or increase the amount of or rate for any fees or penalties provided for in the First Priority Indebtedness Documents, (vi) retain or obtain a Lien on any property to secure any of the First Priority Indebtedness, (vii) enter into new First Priority Indebtedness Documents with Crown SAS, Crown Euroco or any of their subsidiaries, (viii) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, all or any of the First Priority Indebtedness or otherwise amend, restate, supplement or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the First Priority Indebtedness or any of the First Priority Indebtedness Documents, (ix) retain or obtain the primary or secondary obligation of any other person with respect to any of the First Priority Indebtedness, (x) release any person liable in any manner under or in respect of First Priority Indebtedness or release or compromise any obligation of any nature of any person with respect to any of the First Priority Indebtedness, (xi) sell, exchange, not perfect or otherwise deal with any property at any time pledged, assigned or mortgaged to secure or otherwise securing, all or any part of the First Priority Indebtedness, (xii) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any First Priority Indebtedness, or release, compromise, alter or exchange any obligations of any nature of any person with respect to any such property, (xiii) amend, or grant any waiver or release with respect to, or consent to any departure from, any guaranty for all or any of the First Priority Indebtedness, (xiv) exercise or refrain from exercising any rights or remedies against and release from obligations of any type, Crown SAS, Crown Euroco or any of their subsidiaries or any other person, (xv) apply any sums from time to time received to the First Priority Indebtedness in such manner such as such person shall determine and (xvi) otherwise manage and supervise the First Priority Indebtedness in accordance with such person’s usual practices, modified from time to time as such person deems appropriate under the circumstances.

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Section 6. Certain Provisions Regarding Third Priority Indebtedness.

(a) This Section shall apply to Third Priority Indebtedness in relation to Second Priority Indebtedness at any time that Obligations under Second Priority Indebtedness are outstanding while all Obligations under First Priority Indebtedness have been indefeasibly repaid in full and all First Priority Indebtedness Documents have been terminated and the letters of credit under the Credit Agreement have been cancelled.

(b) In the event any Proceeds of Euro Collateral are received by any Third Priority Agent or any holder of Third Priority Indebtedness other than as expressly permitted by the terms of this Agreement, such Proceeds shall be received by such person in trust for the benefit of the Second Priority Agents and the holders of Second Priority Indebtedness and such person shall promptly turn over such proceeds to the Euro Collateral Agent (in the same form as received, with any necessary non-recourse endorsement), for application (in the case of cash) to, or as Euro Collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Second Priority Indebtedness remaining unpaid to the extent necessary to pay such Second Priority Indebtedness in full in accordance with its terms. In the event any Third Priority Agent or any holder of Third Priority Indebtedness fails to provide any endorsement, as contemplated by the preceding sentences, the Euro Collateral Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable).

(c) Each Third Priority Agent and each holder of Third Priority Indebtedness hereby waives all rights of subrogation to the claims of the Second Priority Agents and holders of Second Priority Indebtedness against Crown Holdings or any of its subsidiaries, and waives all rights of recourse to any security for any Second Priority Indebtedness, until such time as all Second Priority Indebtedness shall have been indefeasibly paid in full in cash and the Second Priority Indebtedness Documents shall have terminated pursuant to the respective terms and provisions thereof; provided that if any payment to the Second Priority Agents or any holder of Second Priority Indebtedness is rescinded as a result of a proceeding or otherwise, the subrogation of each Third Priority Agent and each holder of Third Priority Indebtedness as provided herein shall likewise be rescinded until all of the Second Priority Indebtedness is indefeasibly paid in full in cash.

(d) No right of the Euro Collateral Agent or any Second Priority Agent or holder of Second Priority Indebtedness to enforce the subordination of the Liens on Euro Collateral securing all or any part of the Third Priority Indebtedness shall be impaired by any act or failure to act by Crown SAS, Crown Euroco or any of their subsidiaries or by its failure to comply with this Agreement. Without limiting the generality of the foregoing, the rights of the Euro Collateral Agent and the Second Priority Agents and holders of Second Priority Indebtedness under this Agreement shall remain in full force and effect without regard to, and shall not be impaired by: (i) any act or failure to act of Crown SAS, Crown Euroco or any of their

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subsidiaries, Second Priority Agent or holder of any Second Priority Indebtedness, or any noncompliance by Crown SAS, Crown Euroco or any of their subsidiaries, Second Priority Agent or holder of any Second Priority Indebtedness with any agreement or obligation, regardless of any knowledge thereof which the Euro Collateral Agent or Second Priority Agent or holder of any Second Priority Indebtedness may have or with which the Euro Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness may be charged, (ii) the validity or enforceability of any of the Second Priority Indebtedness Documents or the Lien created by the Euro Security Documents or the avoidance of any Second Priority Indebtedness or such Lien under the Bankruptcy Law or other applicable law (and all of the provisions of this Agreement shall be applied as though there were no such invalidity or avoidance), (iii) any extension or indulgence in respect of any payment or prepayment of the Second Priority Indebtedness or any part thereof or in respect of any other amount payable to the Euro Collateral Agent or any Second Priority Agent or any holder of Second Priority Indebtedness, (iv) any amendment, modification or waiver of any of the terms of any Second Priority Indebtedness Document or any Third Priority Indebtedness Document, (v) any exercise, delayed exercise or non-exercise by the Euro Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness of any right, power, privilege or remedy under or in respect of any Second Priority Indebtedness, the Euro Collateral or this Agreement, (vi) any other action of the Euro Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness permitted under the Second Priority Indebtedness Documents or this Agreement or (vii) the absence of any notice to, or knowledge by, any Third Priority Agent or holder of any Third Priority Indebtedness of the existence, creation or non-payment of all or any part of any Second Priority Indebtedness, or the occurrence of any of the matters or events set forth in the foregoing clauses (i) through (vii), except as such notice shall be specifically required pursuant to the terms thereof.

(e) All of the Second Priority Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement and each Third Priority Agent and each holder of Third Priority Indebtedness expressly waives (i) notice of acceptance by the Euro Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness of this Agreement, (ii) notice of the existence or creation or non-payment of all or any part of any Second Priority Indebtedness, (iii) all diligence in collection or protection of or realization upon all or any part of the Second Priority Indebtedness or any security therefor and any requirement that the Euro Collateral Agent or any Second Priority Agent or holder of any Second Priority Indebtedness protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against Crown SAS, Crown Euroco or any of their subsidiaries or any other person or any such property, and (iv) promptness, diligence, notice of acceptance and any other notice with respect to any of the Second Priority Indebtedness.

(f) Each Third Priority Agent and holder of Third Priority Indebtedness agrees and consents that each Second Priority Agent and each holder of Second Priority Indebtedness

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may, at any time and from time to time, in their sole discretion, without the consent of or notice to any Third Priority Agent or holders of Third Priority Indebtedness (except to the extent such notice is specifically required pursuant to the provisions of this Agreement), without incurring responsibility to any Third Priority Agent or holder of Third Priority Indebtedness, and without impairing or releasing the subordination provided for herein or the obligations of any Third Priority Agent or holder of Third Priority Indebtedness to any Second Priority Agent or holder of Second Priority Indebtedness hereunder, amend, restate, supplement or otherwise modify the Second Priority Indebtedness Documents in any way whatsoever, including, without limitation, the following: (i) shorten the final maturity of all or any part of the Second Priority Indebtedness, (ii) modify the amortization of the principal amount of all or any part of the Second Priority Indebtedness, (iii) increase the principal amount of the Second Priority Indebtedness, or otherwise provide for additional advances, (iv) raise the standard or default per annum interest rates applicable to all or any part of the Second Priority Indebtedness, (v) impose any additional fees or penalties upon Crown SAS, Crown Euroco or any of their subsidiaries or increase the amount of or rate for any fees or penalties provided for in the Second Priority Indebtedness Documents, (vi) retain or obtain a Lien on any property to secure any of the Second Priority Indebtedness, (vii) enter into new Second Priority Indebtedness Documents with Crown SAS, Crown Euroco or any of their subsidiaries, (viii) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, all or any of the Second Priority Indebtedness or otherwise amend, restate, supplement or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the Second Priority Indebtedness or any of the Second Priority Indebtedness Documents, (ix) retain or obtain the primary or secondary obligation of any other person with respect to any of the Second Priority Indebtedness, (x) release any person liable in any manner under or in respect of Second Priority Indebtedness or release or compromise any obligation of any nature of any person with respect to any of the Second Priority Indebtedness, (xi) sell, exchange, not perfect or otherwise deal with any property at any time pledged, assigned or mortgaged to secure or otherwise securing, all or any part of the Second Priority Indebtedness, (xii) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any Second Priority Indebtedness, or release, compromise, alter or exchange any obligations of any nature of any person with respect to any such property, (xiii) amend, or grant any waiver or release with respect to, or consent to any departure from, any guaranty for all or any of the Second Priority Indebtedness, (xiv) exercise or refrain from exercising any rights or remedies against and release from obligations of any type, Crown SAS, Crown Euroco or any of their subsidiaries or any other person, (xv) apply any sums from time to time received to the Second Priority Indebtedness in such manner such as such person shall determine and (xvi) otherwise manage and supervise the Second Priority Indebtedness in accordance with such person’s usual practices, modified from time to time as such person deems appropriate under the circumstances.

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Section 7. Information.

In the event the Euro Collateral Agent proceeds to foreclose upon, collect, sell or otherwise dispose of or take any other action with respect to the Euro Collateral, or any portion thereof, or to enforce any Euro Security Document, or proposes to take any other action pursuant to this Agreement or requests instructions from the Euro Secured Parties as provided herein, upon the request of the Euro Collateral Agent, each of the following Euro Secured Parties agrees to provide promptly to the Euro Collateral Agent the following information:

(a) The Bank Agent on behalf of the Lenders (and any Lender of Additional First Priority Bank Indebtedness) and agents under the Credit Agreement, by executing this Agreement, agrees to promptly from time to time notify the Euro Collateral Agent of (i) the aggregate amount of principal of and interest on the Obligations and any fees or other amounts owing under the Credit Agreement and the amount of outstanding letters of credit under the Credit Agreement as at such date and the amount, if any, then due and payable under the Credit Agreement as the Euro Collateral Agent may specify, (ii) the current commitment of each Lender under the Credit Agreement, and (iii) any payment received by the Bank Agent to be applied to the principal of or interest on the amounts due under the Credit Agreement or any fees or other amounts owing under the Credit Agreement. The Bank Agent shall certify as to such amounts and the Euro Collateral Agent shall be entitled to rely conclusively upon such certification.

(b) Each Bank Related Hedging Exchanger party to a Bank Related Hedging Agreement benefited by this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Euro Collateral Agent of (i) the notional amount under such Bank Related Hedging Agreement and the amount payable by Crown Euroco or any of its subsidiaries upon early termination of such Bank Related Hedging Agreement at the date of termination as fixed by such Bank Related Hedging Agreement and (ii) any payment received by such Bank Related Hedging Exchanger to be applied to amounts due upon early termination of such Bank Related Hedging Agreement. Such Bank Related Hedging Exchanger shall certify as to such amounts and the Euro Collateral Agent shall be entitled to rely conclusively upon such certification.

(c) Each Bank Related Cash Management Exchanger party to a Bank Related Cash Management Agreement benefited by this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Euro Collateral Agent of (i) the notional amount under such Bank Related Cash Management Agreement and the amount payable by Crown Holdings or any of its subsidiaries upon early termination of such Bank Related Cash Management Agreement at the date of termination as fixed by such Bank Related Cash Management Agreement

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and (ii) any payment received by such Bank Related Cash Management Exchanger to be applied to amounts due upon early termination of such Bank Related Cash Management Agreement. Such Bank Related Cash Management Exchanger shall certify as to such amounts and the Euro Collateral Agent shall be entitled to rely conclusively upon such certification.

(d) Upon written request from the Euro Collateral Agent, the First Priority Notes Trustee, by executing this Agreement, agrees to promptly notify the Euro Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing with respect to the First Priority Notes under the First Priority Notes Documents and the amount, if any, then due and payable under such First Priority Notes and the First Priority Notes Documents, as at such date as the Euro Collateral Agent may specify, and (ii) any payment received by such First Priority Notes Trustee to be applied to the principal of or interest on the amounts due with respect to the First Priority Notes and the First Priority Notes Documents. The First Priority Notes Trustee shall certify as to such amounts and the Euro Collateral Agent shall be entitled to rely conclusively upon such certification.

(e) Upon written request from the Euro Collateral Agent, the Second Priority Notes Trustee, by executing this Agreement, agrees to promptly notify the Euro Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing with respect to the Second Priority Notes under the Second Priority Notes Documents and the amount, if any, then due and payable under such Second Priority Notes and Second Priority Notes Documents, as at such date as the Euro Collateral Agent may specify, and (ii) any payment received by such Second Priority Notes Trustee to be applied to the principal of or interest on the amounts due with respect to the Second Priority Notes and Second Priority Notes Documents. The Second Priority Notes Trustee shall certify as to such amounts and the Euro Collateral Agent shall be entitled to rely conclusively upon such certification.

(f) Upon written request from the Euro Collateral Agent, the Third Priority Notes Trustee, by executing this Agreement, agrees to promptly notify the Euro Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing with respect to the Third Priority Notes under the Third Priority Notes Documents and the amount, if any, then due and payable under such Third Priority Notes and Third Priority Notes Documents, as at such date as the Euro Collateral Agent may specify, and (ii) any payment received by such Third Priority Notes Trustee to be applied to the principal of or interest on the amounts due with respect to the Third Priority Notes and Third Priority Notes Documents. The Third Priority Notes Trustee shall certify as to such amounts and the Euro Collateral Agent shall be entitled to rely conclusively upon such certification.

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(g) Each Additional First Priority Capital Markets Indebtedness Representative with respect to the Additional First Priority Capital Markets Indebtedness benefited by this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Euro Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing under the applicable Additional First Priority Capital Markets Indebtedness Documents and the amount, if any, then due and payable under such Additional First Priority Capital Markets Indebtedness Documents, as at such date as the Euro Collateral Agent may specify, and (ii) any payment received by such Additional First Priority Capital Markets Indebtedness Representative to be applied to the principal of or interest on the amounts due with respect to such Additional First Priority Capital Markets Indebtedness and such Additional First Priority Capital Markets Indebtedness Documents. The Additional First Priority Capital Markets Indebtedness Representative shall certify as to such amounts and the Euro Collateral Agent shall be entitled to rely conclusively upon such certification.

(h) Each Additional Second Priority Indebtedness Representative with respect to the Additional Second Priority Indebtedness benefited by this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Euro Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing under the applicable Additional Second Priority Indebtedness Documents and the amount, if any, then due and payable under such Additional Second Priority Indebtedness Documents, as at such date as the Euro Collateral Agent may specify, and (ii) any payment received by such Additional Second Priority Indebtedness Representative to be applied to the principal of or interest on the amounts due with respect to such Additional Second Priority Indebtedness and such Additional Second Priority Indebtedness Documents. The Additional Second Priority Indebtedness Representative shall certify as to such amounts and the Euro Collateral Agent shall be entitled to rely conclusively upon such certification.

(i) Each Additional Third Priority Indebtedness Representative with respect to Additional Third Priority Indebtedness benefited by this Agreement, by signing an acknowledgment to this Agreement, agrees to promptly from time to time notify the Euro Collateral Agent of (i) the aggregate amount of principal and interest outstanding and other amounts owing under the applicable Additional Third Priority Indebtedness Documents and the amount, if any, then due and payable under such Additional Third Priority Indebtedness Documents, as at such date as the Euro Collateral Agent may specify, and (ii) any payment received by such Additional Third Priority Indebtedness Representative to be applied to the principal of or interest on the amounts due with respect to such Additional Third Priority Indebtedness and such Additional Third Priority Indebtedness Documents. The Additional Third Priority Indebtedness Representative shall certify as to such amounts and the Euro Collateral Agent shall be entitled to rely conclusively upon such certification.

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Section 8. Bank Related Hedging Agreements; Bank Related Cash Management Agreements; Additional First Priority Capital Markets Indebtedness Documents; Additional Second Priority Indebtedness Documents; Additional Third Priority Indebtedness Documents.

(a) Each Bank Related Hedging Exchanger and Bank Related Cash Management Exchanger may cause Bank Related Hedging Obligations and Bank Related Cash Management Obligations to be secured by the Euro Security Documents by executing an acknowledgment in the form of Annexes 1 and 2 hereto, and by delivering such executed acknowledgment to the Euro Collateral Agent, by which such Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger agrees to be bound by the terms of this Agreement.

(b) Each Additional First Priority Capital Markets Indebtedness Representative, on behalf of itself and all holders of obligations under Additional First Priority Capital Markets Indebtedness may cause such Additional First Priority Capital Markets Indebtedness to be secured by the Euro Security Documents by causing their Additional First Priority Capital Markets Indebtedness Representative to execute an acknowledgment in the form of Annex 3 hereto, and by delivering such executed acknowledgment to the Euro Collateral Agent, by which such Additional First Priority Capital Markets Indebtedness Representative agrees, on behalf of itself and all holders of such Additional First Priority Capital Markets Indebtedness, to be bound by the terms of this Agreement.

(c) Each Additional Second Priority Indebtedness Representative, on behalf of itself and all holders of such Additional Second Priority Indebtedness, may cause such Additional Second Priority Indebtedness to be secured by the Euro Security Documents by causing their Additional Second Priority Indebtedness Representative to execute an acknowledgment in the form of Annex 4 hereto, and by delivering such executed acknowledgment to the Euro Collateral Agent, by which such Additional Second Priority Indebtedness Representative agrees, on behalf of itself and all holders of such Additional Second Priority Indebtedness, to be bound by the terms of this Agreement.

(d) Each Additional Third Priority Indebtedness Representative, on behalf of itself and all holders of such Additional Third Priority Indebtedness, may cause such Additional Third Priority Indebtedness to be secured by the Euro Security Documents by causing their Additional Third Priority Indebtedness Representative to execute an acknowledgment in the form of Annex 5 hereto, and by delivering such executed acknowledgment to the Euro Collateral Agent, by which such Additional Third Priority Indebtedness Representative agrees, on behalf of itself and all holders of such Additional Third Priority Indebtedness, to be bound by the terms of this Agreement.

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Section 9. Disclaimers, Indemnity, Etc.

(a) By becoming a party to this Agreement, each Euro Secured Party acknowledges that the Euro Collateral Agent shall not be the trustee of any Euro Secured Party. The Euro Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or the Euro Security Documents, and the Euro Collateral Agent shall not by reason of this Agreement or the Euro Security Documents be a trustee for any Euro Secured Party or have any other fiduciary obligation to any Euro Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Euro Collateral Agent shall not be responsible to any Euro Secured Party for any recitals, statements, representations or warranties contained in this Agreement or any Financing Document or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents or any other document referred to or provided for therein or any Lien under the Euro Security Documents or the perfection or priority of any such Lien or for any failure by any other party to perform any of its respective obligations under any of the Financing Documents. The Euro Collateral Agent may employ agents and sub-collateral agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Euro Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith (including as mandataire for purposes of the fifth paragraph of subsection 3(a)), except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

(b) The Euro Collateral Agent shall be entitled to request and rely upon any certification, notice or other communication (including any thereof by telex, telecopy, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper person or persons, and upon advice and statements of legal counsel (including counsel to Crown Euroco or any of its subsidiaries), independent accountants and other experts selected by the Euro Collateral Agent and shall in all cases be fully protected in acting or refraining from acting so upon. Without limiting any rights of the Euro Collateral Agent hereunder, the Euro Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by Requisite Obligees, and such instructions of Requisite Obligees, and any action taken or failure to act pursuant thereto, shall be binding on all of the Euro Secured Parties.

(c) Each of Crown Euroco and each Euro Pledgor (collectively, the “Indemnifying Parties”) agrees, jointly and severally, to indemnify the Euro Collateral Agent for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or

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asserted against the Euro Collateral Agent (including as mandataire for purposes of the fifth paragraph of subsection 3(a)) in any way relating to or arising out of any of this Agreement, the Euro Security Documents, the Financing Documents or any other documents contemplated by or referred to therein or the transactions contemplated thereby or the enforcement of any of the terms of any thereof; provided, however, that no such Indemnifying Party shall be liable for any of the foregoing to the extent they are finally judicially determined to have resulted from the gross negligence or willful misconduct of the Euro Collateral Agent.

(d) Except for action expressly required of the Euro Collateral Agent hereunder, the Euro Collateral Agent shall, notwithstanding anything to the contrary in Section 9(c) hereof, in all cases be fully justified in failing or refusing to act hereunder or under the Euro Security Documents (including as mandataire for purposes of the fifth paragraph of subsection 3(a)) unless it shall be further indemnified to its satisfaction by the Euro Secured Parties (or the lenders or holders represented thereby) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

(e) Except as expressly provided herein and in the Euro Security Documents, the Euro Collateral Agent shall have no duty to take any affirmative steps with respect to the collection of amounts payable in respect of the Euro Collateral. The Euro Collateral Agent shall incur no liability to any Euro Secured Party as a result of any sale of any Euro Collateral at any private sale.

(f) (i) The Euro Collateral Agent may resign at any time by giving at least 5 days’ notice thereof to the Euro Secured Parties (such resignation to take effect as hereinafter provided) and the Euro Collateral Agent may be removed as Euro Collateral Agent at any time by Requisite Obligees. In the event of such resignation or removal of the Euro Collateral Agent, Requisite Obligees shall thereupon have the right to appoint a successor Euro Collateral Agent. If no successor Euro Collateral Agent shall have been so appointed by Requisite Obligees and shall have accepted such appointment within 30 days after the notice of the intent of the Euro Collateral Agent to resign, then the retiring Euro Collateral Agent may, on behalf of the other Euro Secured Parties, appoint a successor Euro Collateral Agent. Any successor Euro Collateral Agent appointed pursuant to this clause (f)(i) shall be a commercial bank organized under the laws of a member state of the European Union and having a combined capital and surplus of at least €500,000,000.

(ii) Upon the acceptance of any appointment as Euro Collateral Agent hereunder by a successor Euro Collateral Agent, such successor Euro Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Euro Collateral Agent, and the retiring or removed Euro Collateral Agent shall thereupon be discharged from its duties and obligations hereunder and under the Global Participation Agreement and the Euro Security Documents. After any retiring or removed Euro Collateral Agent’s resignation or removal hereunder as Euro Collateral Agent, the provisions of this Section 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Euro Collateral Agent.

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(iii) In no event shall the Euro Collateral Agent or any Euro Secured Party be liable or responsible for any funds or investments of funds held by any Euro Pledgor or any affiliates thereof.

(g) Each of the Euro Secured Parties understands and acknowledges that the Euro Collateral Agent and its Affiliates may also hold indebtedness of Crown Holdings or any of its subsidiaries, be an agent under any of the Financing Documents and act in other financial advisory or underwriting capacities on behalf of Crown Holdings or any of its subsidiaries, and waives any actual or potential conflict of interest resulting therefrom.

Section 10. Intercompany Debt.

(a) If an Event of Default has occurred and is continuing:

(i) No Euro Pledgor will, and each Euro Pledgor will procure that none of its subsidiaries will, make any payment or distribution of any kind whatsoever in respect or on account of Intercompany Debt; and

(ii) no Euro Pledgor will, and each Euro Pledgor will procure that none of its subsidiaries will, create or permit to subsist, any lien over any asset of the Euro Borrower or any or its subsidiaries or give or permit to subsist any guarantee in respect of any part of Intercompany Debt,

in each case without the prior written consent of the Bank Agent.

(b) Prior to the date that all Obligations are repaid in full, no Euro Pledgor may, and each Euro Pledgor will procure that none of its Subsidiaries may, take Enforcement Action in relation to Intercompany Debt without the prior written consent of the Euro Collateral Agent. If, however, an Event of Default has occurred, no Euro Pledgor will, and each Euro Pledgor will procure that none of its Subsidiaries will, take such Enforcement Action in relation to the Intercompany Debt as it is directed by the Bank Agent to take.

(c) If at any time prior to the date that all Obligations are repaid in full:

(i) any Intercompany Creditor receives or recovers a payment or distribution of any kind whatsoever in respect of or on account of any Intercompany Debt which is not permitted by paragraph (a); or

(ii) any Intercompany Creditor receives or recovers proceeds pursuant to any Enforcement Action;

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the recipient or beneficiary of such payment, distribution, set-off or combination will (and if the recipient or beneficiary is not a party to this Agreement the relevant Euro Pledgor which is its parent company will procure that it will) promptly pay all amounts received and distributions received to the Euro Collateral Agent for application under Section 4 and, pending such payment or handover, will hold these amounts and distributions in trust for the Euro Collateral Agent.

(d) The Intercompany Creditors will not in any circumstances described in Section 10 be subrogated to the rights of the Secured Parties or any Liens arising under the Euro Security Documents.

Section 11. Miscellaneous.

(a) All notices and other communications provided for herein shall be in writing and may be personally served, telecopied, e-mailed or sent by United States mail and shall be deemed to have been given when delivered in person, upon receipt of telecopy or e-mail or four Business Days after deposit in the mail, registered or certified, with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this Section 11(a)) shall be as set forth under each party’s name on the signature pages (including acknowledgments) hereof.

(b) This Agreement may be modified or waived only by an instrument or instruments in writing signed by the Euro Collateral Agent with the written consent of Requisite Obligees, except that any modification or waiver (i) adversely affecting a Euro Secured Party’s rights under Section 3(f)(i) or Section 4 hereof or (ii) that by its terms has a disproportionate (i.e., not ratable) adverse effect on any Secured Party (as opposed to all Secured Parties), in each case, shall require the written consent of the agent or representative representing such Euro Secured Party; provided, however, that, notwithstanding the foregoing, the written consent of the Euro Secured Parties shall not be required with respect to amendments, modifications or waivers necessary to permit the incurrence of additional indebtedness secured by the Euro Collateral and entitled to the benefits of the Euro Security Documents insofar as the foregoing is not prohibited by the Financing Documents benefiting such Euro Secured Party, including for the purposes of providing any successor or replacement credit agreement or bank facility to the Credit Agreement and for the administrative agent of such successor or replacement credit agreement or bank facility becoming a party to this Agreement as Bank Agent(s), and including without limitation any amendments, modifications or waivers for the purpose of adding appropriate references to additional parties in, and according such parties the benefits of, any of the provisions hereof in connection with the incurrence of such indebtedness; provided, further, that any modification or waiver to this Agreement that directly and adversely affects Crown Euroco or any of its subsidiaries shall require the written consent of Crown Euroco.

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(c) This Agreement shall be binding upon and inure to the benefit of the Euro Collateral Agent, each Euro Secured Party and their respective successors and assigns.

(d) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.

(e) This Agreement (as amended and restated as of the date hereof) shall become effective as to the Bank Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee, the Third Priority Notes Trustee and the Euro Collateral Agent upon the execution of this Agreement by each of the Bank Agent, the First Priority Notes Trustee and the Euro Collateral Agent and the delivery of each such person’s counterparts to the Euro Collateral Agent.

(f) If any Euro Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, Crown Holdings and its subsidiaries agree that they shall not raise such violation as a defense to the enforcement by any other Euro Secured Party under the Financing Documents.

(g) Each of the parties hereto authorizes the Euro Collateral Agent to execute and file on its behalf all such further documents and instruments, and authorizes the Euro Collateral Agent to perform such other acts, as may be reasonably necessary or advisable to effectuate the purposes of this Agreement.

(h) If any provision of this Agreement shall be inconsistent with, or contrary to, any provisions in any Financing Document or any other instrument delivered in connection with the transactions contemplated thereby, the applicable provision in this Agreement shall be controlling and shall supersede such inconsistent provision to the extent necessary to give full effect to all provisions contained in this Agreement. Each Euro Secured Party acknowledges and agrees that the terms and provisions of this Agreement do not violate any term or provisions of its respective Financing Document.

(i) Each of the Euro Secured Parties (other than the Bank Agent and Lenders with regard to the Credit Documents and any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger) shall use its best efforts to notify the other of any amendment, modification or waiver to any of its Financing Documents, but the failure to do so shall not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party. Each of the Euro Secured Parties (other than the Bank Agent and Lenders with regard to the Credit Documents and any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger) shall, upon request of the other or others, provide copies of all such modifications, amendments and waivers and copies of all other documentation relevant to the Euro Collateral.

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(j) Each of the parties represents and warrants to all other parties hereto that the execution, delivery and performance by or on behalf of such party to this Agreement has been duly authorized by all necessary action, corporate or otherwise, does not violate any provision of law, governmental regulation, or any agreement or instrument by which such party is bound, and requires no governmental or other consent that has not been obtained and is not in full force and effect.

(k) Crown Euroco and the Euro Pledgors shall pay to the Euro Collateral Agent upon demand the amount of any and all reasonable expenses of the Euro Secured Parties and the Euro Collateral Agent, including, without limitation, the reasonable fees and expenses of counsel for the Euro Secured Parties and the Euro Collateral Agent incurred from time to time in connection with the exercise or enforcement of any of their respective rights, interests or remedies under and pursuant to the Euro Security Documents and this Agreement, and for the avoidance of doubt, in each case including such rights, interests and remedies under and pursuant to this Agreement. All such amounts shall constitute part of the Obligations under such Euro Security Documents.

(l) The Euro Collateral Agent may demand specific performance of this Agreement. Each of the Euro Secured Parties hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the Euro Collateral Agent.

(m) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(m).

(n) Anything contained in this Agreement to the contrary notwithstanding, each Euro Secured Party shall no longer be a party from and after such time as all of the Obligations owing to such Euro Secured Party and secured by any of the Euro Security Documents, or the instruments representing the same shall have ceased to be outstanding by virtue of the indefeasible payment in full in cash thereof or the cancellation thereof or delivery for cancellation thereof in accordance with their terms.

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(o) Each party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement shall affect any right that a party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.

(p) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court referred to in Section 11(o). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(q) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11(a). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 12. Euro Agents as Joint Creditors.

Each of the Loan Parties, Bank Related Hedging Exchangers and Bank Related Cash Management Exchangers agrees that each of the Euro Agents (as defined in the Credit Agreement) (and any agent or sub-agent of any such Euro Agent) shall be a joint creditor (together with the relevant Loan Party, Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger, as the case may be) of each and every obligation of the Loan Parties, Bank Related Hedging Obligation or Bank Related Cash Management Obligation, as the case may be, toward each of the Loan Parties, Bank Related Hedging Exchangers or Bank Related Cash Management Exchangers, under or in connection with the Loan Documents, Bank Related Hedging Agreements or the Bank Related Cash Management Agreements, and that accordingly the Euro Agents (and any agent or sub-agent of any such Euro Agent) will have its own independent right to demand performance by the Loan Parties of those obligations. However, any discharge of any such obligation to any such Euro Agent or the relevant Loan Party, Bank Related Hedging Exchanger or Bank Related Cash Management Exchanger shall, to the same extent, discharge the corresponding obligation owing (or any agent or sub-agent of any such Euro Agent) to the other.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

WELLS FARGO BANK, N.A., as First Priority Notes Trustee
By:	/s/ Jeffery Rose
Title: Corporate Trust Officer
Notice Address:
Wells Fargo Bank, N.A.
Corporate Trust Services
Sixth Street & Marquette Avenue
Minneapolis, MN 55479
Attn: Jeffery Rose
Telephone: (612) 667-0337
Facsimile: (612) 667-9825

Crown European Holdings S.A.

Euro Intercreditor Agreement

September 2004

CITIBANK INTERNATIONAL PLC, as U.K. Agent
By:	/s/ Ian Hayton
Title: Assistant Vice President
Notice Address:
	Citigroup Centre
	Canada Square
	Canary Wharf
	London E14 5LB
	Attention: Paul Gibbs
	Facsimile: +44 207 500 4482
With a copy to:
	Cahill Gordon & Reindel LLP
	80 Pine Street
	New York, NY 10005
	Attention: Adam Dworkin, Esq.
	Facsimile: (212) 269-5420

Crown European Holdings S.A.

Euro Intercreditor Agreement

September 2004

CITICORP TRUSTEE COMPANY LIMITED, as Euro Collateral Agent
By:	/s/ David Mares
Title: Director
Notice Address:
	Citigroup Centre
	Canada Square
	Canary Wharf
	London E14 5LB
	Attention: Paul Gibbs
	Facsimile: +44 207 500 4482
With a copy to:
	Cahill Gordon & Reindel LLP
	80 Pine Street
	New York, NY 10005
	Attention: Adam Dworkin, Esq.
	Facsimile: (212) 269-5420

CROWN EUROPEAN HOLDINGS SA
By:	/s/ Paul Browett
Title:	Attorney-in-fact

CROWN VERPAKKING BELGIË NV
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact

889273 ONTARIO INC.
By:	/S/    ADRIAN COBBOLD
	Name:    Adrian Cobbold
	Title:      Secretary
CROWN RISDON CANADA INC.
By:	/S/    ADRIAN COBBOLD
	Name:    Adrian Cobbold
	Title:      Secretary
CROWN ZELLER PLASTIC CLOSURES CANADA INC
By:	/S/    ADRIAN COBBOLD
	Name:    Adrian Cobbold
	Title:      Secretary
CROWN CANADIAN HOLDINGS ULC
By:	/S/    ADRIAN COBBOLD
	Name:    Adrian Cobbold
	Title:      Secretary

CROWN METAL PACKAGING CANADA LP
by its general partner
CROWN METAL PACKAGING CANADA INC.
By:	/S/    ADRIAN COBBOLD
	Name:    Adrian Cobbold
	Title:      Secretary
CROWN METAL PACKAGING CANADA INC.
By:	/S/    ADRIAN COBBOLD
	Name:    Adrian Cobbold
	Title:      Secretary
3079939 NOVA SCOTIA COMPANY/
3079939 COMPAGNIE DE LA NOUVELLE ECOSSE
By:	/S/    ADRIAN COBBOLD
	Name:    Adrian Cobbold
	Title:      Secretary

CROWN ZELLER FRANCE SAS
By:	/S/    PAUL BROWETT
	Name:    Paul Browett
	Title:      Attorney-In-Fact
SOCIETE DE PARTICIPATIONS CARNAUDMETALBOX SAS
By:	/S/    PAUL BROWETT
	Name:    Paul Browett
	Title:      Attorney-In-Fact
CROWN ASTRA SAS
By:	/S/    PAUL BROWETT
	Name:    Paul Browett
	Title:      Attorney-In-Fact
CROWN POLYFLEX SAS
By:	/S/    PAUL BROWETT
	Name:    Paul Browett
	Title:      Attorney-In-Fact
CROWN BEVCAN FRANCE SAS
By:	/S/    PAUL BROWETT
	Name:    Paul Browett
	Title:      Attorney-In-Fact

CROWN EMBALLAGE FRANCE SAS
By:	/S/    PAUL BROWETT
	Name:    Paul Browett
	Title:      Attorney-In-Fact
CROWN DEVELOPPEMENT SAS
By:	/S/    PAUL BROWETT
	Name:    Paul Browett
	Title:      Attorney-In-Fact

CROWN VERPACKUNGEN DEUTSCHLAND GMBH
By:	/S/    REGINE PLATZ
	Name:    Regine Platz
	Title:
CROWN BENDER GMBH
By:	/S/    REGINE PLATZ
	Name:    Regine Platz
	Title:
CROWN SPECIALITY PACKAGING
DEUTSCHLAND GMBH
By:	/S/    REGINE PLATZ
	Name:    Regine Platz
	Title:
CROWN VERSCHLÜSSE DEUTSCHLAND
GMBH
By:	/S/    REGINE PLATZ
	Name:    Regine Platz
	Title:

CROWN NAHRUNGSMITTELDOSEN GMBH
By:	/s/    REGINE PLATZ
Name:	Regine Platz
Title:
CROWN NAHRUNGSMITTELDOSEN     DEUTSCHLAND GMBH
By:	/s/    REGINE PLATZ
Name:	Regine Platz
Title:
CROWN ZELLER DEUTSCHLAND GMBH
By:	/s/    REGINE PLATZ
Name:	Regine Platz
Title:
CROWN RAKU GMBH
By:	/s/    REGINE PLATZ
Name:	Regine Platz
Title:
CROWN ZELLER ENGINEERING GMBH
By:	/s/    REGINE PLATZ
Name:	Regine Platz
Title:

CROWN CORK & SEAL DEUTSCHLAND     HOLDINGS GMBH (formerly Wehrstedt GmbH)
By:	/s/    REGINE PLATZ
Name:	Regine Platz
Title:

CROWN ENVASES MEXICO, S.A. DE C.V.
By:	/S/    LUIS ALONSO RUIZ SHELLEY
	Name:    Luis Alonso Ruiz Shelley
	Title:      Attorney in Fact
CROWN MEXICAN HOLDINGS, S. DE R.L. DE C.V.
By:	/S/    LUIS ALONSO RUIZ SHELLEY
	Name:    Luis Alonso Ruiz Shelley
	Title:      Attorney in Fact
CROWN ZELLER MEXICO, S.A. DE C.V.
By:	/S/    GERARDO ORTA GUTIERREZ
	Name:    Gerardo Orta Gutierrez
	Title:      Attorney in Fact

CROWN OBRIST AG (SWITZERLAND)
By:	/S/ JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact
CROWN VOGEL AG
By:	/S/ JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact

CROWN UK HOLDINGS LIMITED
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact
CARNAUDMETALBOX OVERSEAS LIMITED
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact
CROWN CORK & SEAL FINANCE PLC
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact
CROWN PACKAGING UK PLC
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact
CROWN UCP PLC
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact

CARNAUDMETALBOX ENGINEERING PLC
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact
CROWN MASSMOULD LTD
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact
CROWN SPECIALITY PACKAGING UK PLC
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact
CARNAUDMETALBOX GROUP UK LIMITED
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact
CROWN AEROSOLS UK LIMITED
By:	/S/    JOHN DAVIDSON
	Name:    John Davidson
	Title:      Attorney-In-Fact

Schedule 1

Euro Pledgors

United Kingdom

Crown UK Holdings Limited

CarnaudMetalbox Overseas Limited

CROWN Aerosols UK Limited

Crown Cork and Seal Finance PLC

CROWN UCP plc

CarnaudMetalbox Engineering PLC

CROWN Massmould Ltd.

CROWN Speciality Packaging UK plc

CarnaudMetalbox Group UK Limited

CROWN Packaging UK plc

Germany

CROWN Zeller Deutschland GmbH

CROWN Bender GmbH

CROWN Verschlüsse Deutschland GmbH

CROWN Nahrungsmitteldosen Deutschland GmbH

CROWN Nahrungsmitteldosen GmbH

CROWN Raku GmbH

CROWN Zeller Engineering GmbH

CROWN Speciality Packaging Deutschland GmbH

Crown Cork & Seal Deutschland Holdings GmbH

CROWN Verpackungen Deutschland GmbH

Belgium

Crown Verpakking België NV

Canada

CROWN Canadian Holdings ULC

CROWN Metal Packaging Canada LP

CROWN Metal Packaging Canada Inc.

3079939 Nova Scotia Company/3079939 Compagnie de la Nouvelle Ecosse

889273 Ontario Inc.

CROWN Zeller Plastic Closures Canada Inc.

CROWN Risdon Canada Inc.

Mexico

CROWN Envases México, S.A. de C.V.

Crown Zeller México, S.A. de C.V.

Crown Mexican Holdings, S. de R.L. de C.V.

Switzerland

Crown Obrist AG

CROWN Vogel AG

France

CROWN Zeller France SAS

Societe de Participations CarnaudMetalbox SAS

CROWN Astra SAS

CROWN Polyflex SAS

CROWN Emballage France SAS

CROWN Bevcan France SAS

Crown Développement SAS

-2-

Annex 1

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as a Bank Related Hedging Exchanger, by the foregoing provisions of this Agreement, as of [            ] as if it were an original party hereto. In addition, a copy of the applicable Hedging Agreement dated as of [            ] is attached to this signature page.

[BANK RELATED HEDGING

EXCHANGER]

By:

Title:

Notice Address:

Annex 2

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as a Bank Related Cash Management Exchanger, by the foregoing provisions of this Agreement, as of [            ] as if it were an original party hereto. In addition, a copy of the applicable Bank Related Cash Management Agreement dated as of [            ] is attached to this signature page.

[BANK RELATED CASH

MANAGEMENT EXCHANGER]

By:

Title:

Notice Address:

Annex 3

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as an Additional First Priority Capital Markets Indebtedness Representative, by the foregoing provisions of this Agreement, as of [            ] as if it were an original party hereto. In addition, a copy of the applicable Additional First Priority Capital Markets Indebtedness Documents dated as of [            ] is attached to this signature page.

[ADDITIONAL FIRST PRIORITY

CAPITAL MARKETS INDEBTEDNESS

REPRESENTATIVE]

By:

Title:

Notice Address:

Annex 4

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as an Additional Second Priority Indebtedness Representative, by the foregoing provisions of this Agreement as of [            ] as if it were an original party hereto. In addition, an executed copy of the Additional Second Priority Indebtedness Documents dated as of [            ] is attached to this signature page.

[ADDITIONAL SECOND PRIORITY INDEBTEDNESS REPRESENTATIVE]

By:

Title:

Notice Address:

Annex 5

The undersigned, by its execution of this Agreement on [                    ] in the space provided below, HEREBY ACKNOWLEDGES AND AGREES to be bound, as an Additional Third Priority Indebtedness Representative, by the foregoing provisions of this Agreement as of [            ] as if it were an original party hereto. In addition, an executed copy of the Additional Third Priority Indebtedness Documents dated as of [            ] is attached to this signature page.

[ADDITIONAL THIRD PRIORITY INDEBTEDNESS REPRESENTATIVE]

By:

Title:

Notice Address:

EX-10.A

Exhibit 10.a

FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

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.

PRELIMINARY STATEMENTS:

(1) The Seller, Crown USA, the Purchasers and the Agent have entered into the Second Amended and Restated Receivables Purchase Agreement dated as of December 5, 2003 (the “Receivables Purchase Agreement”). Capitalized terms defined in the Receivables Purchase Agreement and not otherwise defined in this First Amendment are used in this First Amendment as defined in the Receivables Purchase Agreement.

(2) The Seller and Crown USA have requested the Purchasers and the Agent to agree to amend the Receivables Purchase Agreement to reflect that the Parent and certain subsidiaries have entered into a new Credit Agreement, dated as of the date hereof (as further described in the amended definition of “Existing Credit Facilities” in Section 1(c) below, the “Credit Agreement”), and as a consequence the Parent Undertaking Parties, the Seller, Crown USA and the Originators have entered into a Second Amended and Restated Intercreditor Agreement, dated as of the date hereof. The Seller, Crown USA, the Required Purchasers and the Agent have agreed to so amend the Receivables Purchase Agreement.

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

SECTION 1. Amendments to Receivables Purchase Agreement. Effective as of the First Amendment Effective Date (as defined in Section 3 below), the Receivables Purchase Agreement is hereby amended as follows:

(a) by amending the definition of “Change of Control” in Section 1.01 thereof by replacing the existing definition with the following:

“‘Change of Control’ means (a) the acquisition of ownership, directly or indirectly (including, without limitation, through the issuance, sale or exchange of Equity Interests, a merger or consolidation or otherwise), beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder as in effect on the First Amendment Effective Date) of

Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were neither (i) nominated by the board of directors of the Parent nor (ii) appointed by directors so nominated, (c) the Parent shall cease to own, directly or indirectly, beneficially or of record 100% of the Equity Interests (other than directors’ qualifying shares) in the other Parent Undertaking Parties, Crown (USA) or any other Originator unless, in the case of such other Originator, such Originator is, upon at least five Business Days’ prior written notice to the Agent, sold by the Parent and thereupon ceases to be an Originator hereunder without causing an Event of Termination or a Potential Event of Termination to occur (other than a Change of Control which would arise solely under this clause (c) as a result of the sale of such Originator), or (d) the occurrence of a “Change in Control” as defined under the Existing Credit Facilities as in effect on the First Amendment Effective Date.”

(b) by amending the definition of “Commitment Termination Date” in Section 1.01 thereof by replacing the existing definition with the following:

“‘Commitment Termination Date’ means the earliest of (i) the third anniversary of the Effective Date, (ii) fifteen (15) days prior to the “Revolving Credit Maturity Date” under (and as defined in) the Existing Credit Facilities, or any extension, refinancing or replacement thereof consummated on terms and conditions reasonably satisfactory to the Agent, (iii) September 15, 2006 if, by such date, the 7% Senior Notes due December 2006 of Crown Cork & Seal Finance plc are not repaid or refinanced in full in a manner permitted by the Existing Credit Facilities or any extension, refinancing or replacement thereof consummated on terms and conditions reasonably satisfactory to the Agent, and (iv) the date of termination in whole of the aggregate Commitments pursuant to Section 2.03 or 7.01.”

(c) by amending the definition of “Existing Credit Facilities” in Section 1.01 thereof by replacing the existing definition with the following:

“ ‘Existing Credit Facilities’ means the facilities made available under (i) the Credit Agreement dated as of September 1, 2004 among Crown Americas, Inc. (f/k/a Crown Cork & Seal Americas, Inc.), Crown European Holdings S.A., the Parent and each other Parent Undertaking Party, certain other subsidiaries of the Parent party thereto, Citicorp North America, Inc., as administrative agent, Citibank International plc, as U.K. administrative agent and the banks and other financial institutions from time to time party thereto and (ii) any “Joinder Agreement” (as defined in the Credit Agreement referred to in clause (i) above) which becomes effective after the First Amendment Effective Date.”

2

(d) by adding the following definition of “First Amendment Effective Date” to Section 1.01 in proper alphabetical order:

“‘First Amendment Effective Date’ means the “First Amendment Effective Date” as defined in the First Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of September 1, 2004, among the Seller, Crown (USA), the Required Purchasers and the Agent.

(e) by amending the definition of “Intercreditor Agreement” in Section 1.01 thereof by replacing the existing definition with the following:

“ ‘Intercreditor Agreement’ means, collectively, (i) the Second Amended and Restated Intercreditor Agreement, dated as of September 1, 2004, in substantially the form of Exhibit K hereto, among the Agent, the Parent Undertaking Parties, the Seller, each US Originator and Citicorp North America, Inc., as administrative and U.S. collateral agent under the Existing Credit Facilities, and (ii) and any other intercreditor agreement (or supplement to the intercreditor agreement referred to in clause (i) above) requested by the Agent with respect to the Canadian Originator and/or the UK Originators, in each case as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof and the second proviso to the first sentence of Section 11.01.”

(f) by amending Section 2.07(d) thereof by deleting the reference to “(the Existing Credit Facilities as in effect on the date hereof)” therein and substituting “(the Existing Credit Facilities as in effect on the First Amendment Effective Date)” in lieu thereof.

(g) by amending Section 3.02(c) thereof by inserting a reference to “the First Lien Notes Indenture,” immediately following the first reference to “the Existing Credit Facilities,” therein.

(h) by amending Section 11.02(b) thereof by deleting the reference therein to “hein.nugent@citigroup.com” and substituting “hien.nugent@citigroup.com” in lieu thereof.

(i) by amending Exhibit I thereto by replacing the existing copy of the Second Amended and Restated Parent Undertaking Agreement with a copy of the Third Amended and Restated Parent Undertaking Agreement attached as Exhibit A hereto.

(j) by amending Exhibit K thereto by replacing the existing copy of the Amended and Restated Intercreditor Agreement with a copy of the Second Amended and Restated Intercreditor Agreement attached as Exhibit B hereto.

SECTION 2. Representations and Warranties. The Seller hereby represents and warrants to each Purchaser and the Agent that (a) the representations and warranties contained in Section 4.01 of the Receivables Purchase Agreement, in Section 3.01 of the Receivables Contribution and Sale Agreement, and in Section 5 of the Parent Undertaking are correct in all material respects on and as of the First Amendment Effective Date as though made on and as of such date, other than any such representations and warranties that, by their terms, refer to a specific date other than the First Amendment Effective Date, in which case as of such dates and (b) no event has occurred and is continuing which constitutes an Event of Termination or a Potential Event of Termination.

3

SECTION 3. Condition of Effectiveness; Consent to Transaction Document Amendments. This First Amendment shall become effective as of the date first above written (the “First Amendment Effective Date”) upon the satisfaction of each of the following conditions:

(a) the Agent shall have received counterpart signature pages of each of the following documents (and each of the Purchasers party to this First Amendment hereby consents to the forms of the documents described in clauses (ii), (iii) and (iv) below and authorizes the Agent to execute or acknowledge such documents):

(i) this First Amendment duly executed by the Seller, Crown USA and the Required Purchasers;

(ii) the Third Amended and Restated Parent Undertaking, in the form attached as Exhibit A hereto, duly executed by each of the Parent Undertaking Parties;

(iii) the Second Amended and Restated Intercreditor Agreement, in the form attached as Exhibit B hereto, duly executed by each of the Parent Undertaking Parties, the Seller, each US Originator and Citicorp North America, Inc., in its capacity as administrative agent and U.S. collateral agent under the Existing Credit Facilities;

(iv) the First Amendment to Second Amended and Restated Receivables Contribution and Sale Agreement, in the form attached as Exhibit C hereto, duly executed by each of the Originators and the Seller; and

(v) such other agreements as the Agent may reasonably request;

(b) the Agent shall have received certified copies of each of the following documents:

(i) the Credit Agreement;

(ii) the First Lien Notes Indenture (as defined in the Credit Agreement);

(iii) the U.S. Intercreditor Agreement (as defined in the Credit Agreement);

(iv) the Euro Intercreditor Agreement (as defined in the Credit Agreement); and

(v) To the extent not previously delivered, each of the security agreements, pledge agreements and debentures (or amendments thereto) purporting to create security interests over accounts receivable of the Originators listed on Schedule VII to the Receivables Sale Agreement (as amended pursuant to the First Amendment thereto described in Section 3(a)(iv) above);

4

(c) each of the Credit Agreement and the First Lien Notes Indenture shall have become effective in accordance with their respective terms, and all loans outstanding under, and all other amounts due in respect of, the Credit Agreement, dated as of February 26, 2003, among Crown Americas, Inc. (f/k/a Crown Cork & Seal Americas, Inc.), Crown European Holdings S.A., each Parent Undertaking Party, certain subsidiaries of the Parent party thereto, the other financial institutions from time to time party thereto, and Citicorp North America, Inc., as administrative agent, and Citibank International plc, as U.K. administrative agent, shall have been repaid in full (or satisfactory arrangements made for such repayment) and the commitments thereunder shall have been permanently terminated;

(d) the Agent shall have received signed copies of the following legal opinions:

(i) Opinion of William T. Gallagher, Vice President, Secretary and General Counsel of the Parent, counsel to the Seller, each US Originator and the Parent Undertaking Parties, as to US corporate matters;

(ii) Opinion of Dechert LLP, U.S. legal counsel to the Seller, each US Originator, the Canadian Originator and the Parent Undertaking Parties as to enforceability and non-contravention matters; and

(iii) Opinion of Miller Thomson LLP, Ontario counsel to the Canadian Originator, as to Ontario limited partnership and third-party Canadian security document matters;

(e) the pro forma consolidated balance sheet of the Parent and projections, if any, delivered as conditions precedent to the effectiveness of the Credit Agreement;

(f) the Seller shall have reimbursed the Agent for the reasonable fees, costs and expenses incurred by or owing to it in connection with this First Amendment, and all other outstanding fees and expenses incurred prior to the First Amendment Effective Date, in each case which are payable under Section 11.04 of the Receivables Purchase Agreement, including, without limitation, the reasonable fees and expenses of Sidley Austin Brown & Wood LLP and Blake, Cassels & Graydon LLP; and

(g) the Agent shall have received an Officer’s Closing Certificate of the Parent concerning solvency and the satisfaction of the conditions precedent to the occurrence of the First Amendment Effective Date.

SECTION 4. Reference to and Effect on the Transaction Documents.

(a) On and after the date hereof, each reference in the Receivables Purchase Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Receivables Purchase Agreement, and each reference in any of the other Transaction Documents to the Receivables Purchase Agreement, “thereunder”, “thereof” or words of like import referring to the Receivables Purchase Agreement shall mean and be a reference to the Receivables Purchase Agreement as amended by this First Amendment.

5

(b) Except to the extent specifically amended hereby or pursuant to agreements delivered in connection with Sections 2(b), 2(c) and 2(d) above, all of the terms of the Receivables Purchase Agreement and the other Transaction Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects.

(c) The execution, delivery and effectiveness of this First Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or any Purchaser or other Owner under the Receivables Purchase Agreement or any other Transaction Document or constitute a waiver of, or a consent to departure from, any of the terms and conditions of the Receivables Purchase Agreement or any other Transaction Document, nor obligate any Purchaser or the Agent to agree to similar amendments in the future.

SECTION 5. Execution in Counterparts. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this First Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this First Amendment.

SECTION 6. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

SECTION 7. Miscellaneous. This First Amendment is a Transaction Document. The headings herein are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

6

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their respective officers thereunto duly authorized, as of the date above written.

CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION
By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns
Title:	Vice President and Treasurer
CROWN CORK & SEAL USA, INC. (formerly known as Crown Cork & Seal Company (USA), Inc.)
By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns
Title:	Assistant Treasurer

7

AGENT

CITIBANK, N.A., as Agent
By:	/S/    MILES D.MCMANUS
	Miles D. McManus
	Vice President and Director

8

PURCHASERS

AMSOUTH BANK.
By:	/S/    KEVIN R. ROGERS
Name:	Kevin R. Rogers
Title:	Attorney-in-Fact

9

CITIBANK, N.A.
By:	/S/    MILES D. MCMANUS
	Miles D. McManus
	Vice President and Director

10

THE CIT GROUP/COMMERCIAL SERVICES, INC.
By:	/S/    ANTHONY MONTEMARANO
Name:	Anthony Montemarano
Title:	Vice President

11

GMAC COMMERCIAL FINANCE LLC
By:	/S/    CHRISTOPHER M. GAUCH
Name:	Christopher M. Gauch
Title:	Vice President

12

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/S/    JEROME MCDERMOTT
Name:	Jerome McDermott
Title:	Duly Authorized Signatory

13

MUIRFIELD TRADING LLC
By:	/S/    MEREDITH J. KOSLICK
Name:	Meredith J. Koslick
Title:	Assistant Vice President

14

NATIONAL CITY BUSINESS CREDIT, INC. (f/k/a NATIONAL CITY COMMERCIAL FINANCE, INC.)
By:	/s/    William E. Welsh, Jr.
Name:	William E. Welsh, Jr.
Title:	Senior Associate

15

RZB FINANCE LLC
By:	/S/    JOHN A. VALISKA
Name:	John A. Valiska
Title:	Group Vice President

By:	/S/    CHRISTOPH HOEDL
Name:	Christoph Hoedl
Title:	Vice President

16

SIEMENS FINANCIAL SERVICES, INC.
By:	/S/    FRANK AMODIO
Name:	Frank Amodio
Title:	Vice President - Credit

17

WELLS FARGO FOOTHILL, INC.
By:	/S/    JUAN BARRERA
Name:	Juan Barrera
Title:	Vice President

18

WEBSTER BUSINESS CREDIT CORPORATION (f/k/a WHITEHALL BUSINESS CREDIT CORPORATION)
By:	/S/    ALAN F. MCKAY
Name:	Alan F. McKay
Title:	Vice President

19

EXHIBIT A

TO

FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AND

SERVICING AGREEMENT

FORM OF THIRD AMENDED AND RESTATED PARENT UNDERTAKING AGREEMENT

ATTACHED.

EXHIBIT B

TO

FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AND

SERVICING AGREEMENT

FORM OF SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT

ATTACHED.

EXHIBIT C

TO

FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AND

SERVICING AGREEMENT

FORM OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT

ATTACHED.

EX-10.B

Exhibit 10.b

FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED

RECEIVABLES CONTRIBUTION AND SALE AGREEMENT

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.

PRELIMINARY STATEMENTS:

(1) The Sellers, the Buyer and Crown USA, as the initial Buyer’s Servicer, have entered into the Second Amended and Restated Receivables Contribution and Sale Agreement dated as of December 5, 2003 (the “Receivables Contribution and Sale Agreement”). Capitalized terms defined in the Receivables Contribution and Sale Agreement and not otherwise defined in this First Amendment are used in this First Amendment as defined in the Receivables Contribution and Sale Agreement.

(2) The Sellers and the Buyer have agreed to amend the Receivables Contribution and Sale Agreement to reflect that the Parent and certain subsidiaries have entered into a new Credit Agreement, dated as of the date hereof.

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

SECTION 1. Amendments to Receivables Contribution and Sale Agreement. Effective as of the First Amendment Effective Date (as defined in Section 3 below), the Receivables Contribution and Sale Agreement is hereby amended as follows:

(a) by amending Section 4.01(k) thereof by deleting the text thereof in its entirety and substituting “[reserved]” in lieu thereof;

(b) by amending Section 7.01(b) thereof by deleting the reference therein to “hein.nugent@citigroup.com” and substituting “hien.nugent@citigroup.com” in lieu thereof; and

(c) by amending and restating Schedule VII thereto to read as set forth in Exhibit A attached hereto.

SECTION 2. Representations and Warranties. Each Seller hereby represents and warrants to the Buyer, the Agent and each Purchaser that the representations and warranties contained in Section 3.01 of the Receivables Contribution and Sale Agreement are correct in all material respects on and as of the First Amendment Effective Date as though made on and as of such date, other than any such representations and warranties that, by their terms, refer to a specific date other than the First Amendment Effective Date, in which case as of such dates. In addition, Crown USA, as the Buyer’s Servicer, hereby represents and warrants to the Buyer, the Agent and each Purchaser that none of the Receivable Assets sold, assigned and transferred by the Former Canadian Seller prior to the Canadian Restructuring Effective Dates remain outstanding and that Crown (Canada) has satisfied in full all of its obligations under the Transaction Documents with respect to such Receivable Assets; provided, however, that, in accordance with Section 7.13 of the Receivables Contribution and Sale Agreement, the Former Canadian Seller’s obligations under the Canadian Restructuring Assignment and Assumption Agreement and the Canadian Restructuring Transfer Agreement remain in full force and effect regardless of whether any such Receivable Assets remain outstanding.

SECTION 3. Condition of Effectiveness. This First Amendment shall become effective as of the date first above written (the “First Amendment Effective Date”) upon the satisfaction of each of the following conditions:

(a) the Agent shall have received counterpart signature pages of this First Amendment duly executed by each of the Sellers and the Buyer; and

(b) the “First Amendment Effective Date” under (and as defined in) the First Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of the date hereof, among the Buyer, Crown USA, the Purchasers and the Agent shall have occurred.

SECTION 4. Reference to and Effect on the Transaction Documents.

(a) On and after the date hereof, each reference in the Receivables Contribution and Sale Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Receivables Contribution and Sale Agreement, and each reference in any of the other Transaction Documents to the Receivables Contribution and Sale Agreement, “thereunder”, “thereof” or words of like import referring to the Receivables Contribution and Sale Agreement shall mean and be a reference to the Receivables Contribution and Sale Agreement as amended by this First Amendment.

(b) Except to the extent specifically amended hereby or pursuant to agreements delivered in connection herewith, all of the terms of the Receivables Contribution and Sale Agreement and the other Transaction Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects.

(c) The execution, delivery and effectiveness of this First Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Buyer, the Agent, any Purchaser or other Owner under the Receivables Contribution and Sale Agreement or any other Transaction Document or constitute a waiver of, or a consent to departure from, any of the terms and conditions of the Receivables Contribution and Sale Agreement or any other Transaction Document, nor obligate the Buyer, any Purchaser or the Agent to agree to similar amendments in the future.

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SECTION 5. Execution in Counterparts. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this First Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this First Amendment.

SECTION 6. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

SECTION 7. Miscellaneous. This First Amendment is a Transaction Document. The headings herein are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

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IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their respective officers thereunto duly authorized, as of the date above written.

CROWN CORK & SEAL USA, INC. (formerly known as Crown Cork & Seal Company (USA), Inc.)
By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns
Title:	Assistant Treasurer
CROWN RISDON USA, Inc. (formerly known as Risdon-AMS (USA), Inc.)
By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns
Title:	Assistant Treasurer
CROWN ZELLER USA, INC. (formerly known as Zeller Plastik, Inc.)
By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns
Title:	Assistant Treasurer

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CROWN METAL PACKAGING CANADA LP, by its general partner CROWN METAL PACKAGING CANADA INC.
By:	/S/    ADRIAN COBBOLD
Name:	Adrian Cobbold
Title:	VP Finance, CFO

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CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION
By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns
Title:	Vice President and Treasurer

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Acknowledged as of the date first above written:
CITIBANK, N.A., as Agent
By:	/S/    MILES D. MCMANUS
	Miles D. McManus
	Vice President and Director

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EX-10.C

Exhibit 10.c

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 Parent Undertaking Party,

in favor of

THE PURCHASERS REFERRED TO HEREIN

and

CITIBANK, N.A.

as Agent

TABLE OF CONTENTS

		Page
PRELIMINARY STATEMENTS.
SECTION 1.	Unconditional Undertaking	4
SECTION 2.	Obligations Absolute	5
SECTION 3.	Waivers and Acknowledgments	6
SECTION 4.	Subrogation	7
SECTION 5.	Representations and Warranties	7
SECTION 6.	Covenants	11
SECTION 7.	Payments Free and Clear of Taxes, etc	18
SECTION 8.	Amendments, etc.	19
SECTION 9.	Notices; Effectiveness; Electronic Communications.	19
SECTION 10.	No Waiver; Remedies	21
SECTION 11.	Continuing Agreement; Assignments under Receivables Purchase Agreement	21
SECTION 12.	Entire Agreement	21
SECTION 13.	Severability of Provisions	21
SECTION 14.	Confidentiality	22
SECTION 15.	Governing Law; Jurisdiction; Waiver of Jury Trial, etc	22
	EXHIBITS
Exhibit A	Certain Defined Terms
Exhibit B	Form of Compliance Certificate

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THIRD AMENDED AND RESTATED UNDERTAKING AGREEMENT

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.

PRELIMINARY STATEMENTS.

1. CCSC has executed and delivered a Second Amended and Restated Undertaking Agreement dated as of December 5, 2003 (the “Existing Undertaking Agreement”).

2. Crown Holdings, Inc. owns, directly or indirectly, all of the issued and outstanding shares of common stock of CCSC and CIH, (ii) CCSC owns, directly or indirectly, all of the issued and outstanding shares of common stock of Crown Cork & Seal Receivables (DE) Corporation, a Delaware corporation (the “Seller”), and all of the issued and outstanding shares of common stock of each of the US Originators (as hereinafter defined) and (iii) CIH owns, directly or indirectly, all of the issued and outstanding shares of common stock or partnership interests of each of the UK Originators and the Canadian Originator (as defined in the Receivables Purchase Agreement).

3. The Seller and Crown Cork & Seal USA, Inc., a Delaware corporation formerly known as Crown Cork & Seal Company (USA), Inc. (“Crown USA”) as Servicer have entered into a Second Amended and Restated Receivables Purchase Agreement dated as of December 5, 2003, as amended by the First Amendment to Second Amended and Restated Receivables Purchase Agreement dated as of the date hereof (such agreement, as so amended and as it may from time to time be further amended, supplemented or otherwise modified, being the “Receivables Purchase Agreement”) with the Purchasers and Citibank, N.A., as the Agent, pursuant to which the Seller may sell to each Purchaser undivided percentage ownership interests in its accounts receivable that were originally owed to each Originator and that have been or may be acquired from time to time by the Seller from (i) each US Originator, the Canadian Originator and the Former Canadian Originator pursuant to a Second Amended and Restated Receivables Contribution and Sale Agreement dated as of December 5, 2003 or the Existing Receivables Contribution and Sale Agreement (as defined therein) (the Existing Receivables Contribution and Sale Agreement, as amended and restated by the Second Amended and Restated Contribution and Sale Agreement, and the Second Amended and Restated Contribution and Sale Agreement, as it may from time to time be further amended, supplemented or otherwise modified, being the “U.S./Canada Contribution and Sale Agreement”) among, inter alia, the US Originators, the Canadian Originator, the Seller, and Crown USA, as the Buyer’s Servicer and (ii) each UK Originator pursuant to a Receivables Contribution and Sale Agreement (such agreement, as it may from time to time be amended, supplemented or otherwise modified, being

the “UK Contribution and Sale Agreement”, and together with the U.S./Canada Contribution and Sale Agreement, the “Contribution and Sale Agreements”) to be entered into among the UK Originators, as sellers, the Seller, as the Buyer, and Crown USA, as the UK Buyer’s Servicer.

4. In connection with the First Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of the date hereof (the “First Amendment”), the parties hereto have agreed to amend and restate the Existing Undertaking Agreement in its entirety to give effect to the terms and conditions set forth in this Third Amended and Restated Undertaking Agreement (the Existing Undertaking Agreement, as so amended and restated, and this Third Amended and Restated Undertaking Agreement, as further amended, restated, supplemented or otherwise modified from time to time, collectively, this “Agreement”).

5. It is a condition precedent to the effectiveness of the First Amendment that the Parent Undertaking Parties shall have executed and delivered this Agreement.

6. Terms defined in either the Receivables Purchase Agreement or the Contribution and Sale Agreements and not otherwise defined in this Agreement are used in this Agreement (including, without limitation, Exhibit A to this Agreement) as defined in the Receivables Purchase Agreement or the Contribution and Sale Agreements, as applicable. Capitalized terms defined in Exhibit A to this Agreement are used in this Agreement as defined in such Exhibit A.

NOW, THEREFORE, in consideration of the premises, and the substantial direct and indirect benefits to the Parent Undertaking Parties from the financing arrangements contemplated by the Receivables Purchase Agreement and the Contribution and Sale Agreements and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parent Undertaking Parties hereby agree that, effective as of the date hereof, the Existing Undertaking Agreement is amended and restated as follows:

SECTION 1. Unconditional Undertaking. The Parent Undertaking Parties, jointly and severally, hereby unconditionally and irrevocably undertake and agree with and for the benefit of each of the Purchasers and the other Owners and the Agent (collectively the “Indemnified Parties”) to cause the due and punctual performance and observance by each of (a) the Seller and its successors and assigns, (b) the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) and (c) each of the Originators and each of their respective successors and assigns, in each case of clauses (a), (b), and (c), of all of the terms, covenants, agreements, undertakings and other obligations on the part of the Seller, the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) or each of the Originators, as applicable, to be performed or observed under each of the Receivables Purchase Agreement, the Contribution and Sale Agreements and the other Transaction Documents and the other documents delivered in connection therewith in accordance with the terms thereof, including, without limitation, the obligations to pay when due all monetary obligations of each of the Seller, the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) and the Originators now or hereafter existing under the Receivables Purchase Agreement, the Contribution and Sale Agreements and the other Transaction Documents, whether for Collections received, deemed Collections, Yield, interest, indemnifications, fees, costs, expenses or otherwise (such terms, covenants, agreements, undertakings and other

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obligations being the “Obligations”) and undertake and agree to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Indemnified Parties, or any of them, in enforcing any rights under this Agreement. In the event that the Seller, the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators shall fail in any manner whatsoever to perform or observe any of its Obligations when the same shall be required to be performed or observed, then the Parent Undertaking Parties shall themselves duly and punctually perform or observe, or cause to be duly and punctually performed and observed, such Obligation, and it shall not be a condition to the accrual of the obligation of the Parent Undertaking Parties hereunder to perform or observe any Obligation (or to cause the same to be performed or observed) that any Indemnified Party shall have first made any request of or demand upon or given any notice to the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or any of their successors or assigns, or have instituted any action or proceeding against the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or any of their successors or assigns in respect thereof.

SECTION 2. Obligations Absolute. The Parent Undertaking Parties, jointly and severally, undertake and agree that the Obligations will be paid and performed strictly in accordance with the terms of the Transaction Documents and each other document delivered in connection therewith, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Indemnified Party with respect thereto. The obligations of the Parent Undertaking Parties under this Agreement are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Parent Undertaking Parties to enforce this Agreement, irrespective of whether any action is brought against the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or whether the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators are joined in any such action or actions. The liability of the Parent Undertaking Parties under this Agreement shall be irrevocable, absolute and unconditional irrespective of, and, to the extent permitted by law, the Parent Undertaking Parties hereby irrevocably waive any defenses (except for any defenses arising or accruing as a result of the gross negligence or willful misconduct of the Indemnified Parties) any of them may now or hereafter have in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of the Obligations or any Pool Receivable, any Receivable Interest or any Related Security, or of any Transaction Document or any other document relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under the Transaction Documents or any other document relating thereto, or any other amendment or waiver of or any consent to departure from any Transaction Document or any other document relating thereto;

(c) any taking, exchange, release or nonperfection of or failure to transfer title to any asset or collateral, or any taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations;

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(d) any manner of application of any asset or collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any asset or collateral for all or any of the Obligations or any other obligations of the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators under the Transaction Documents or any other document relating thereto;

(e) any change, restructuring or termination of the structure or existence of the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators;

(f) any failure of any Indemnified Party to disclose to the Parent Undertaking Parties any information relating to the financial condition, operations, properties or prospects of the Seller, or any of the Originators now or in the future known to such Indemnified Party (the Parent Undertaking Parties waiving any duty on the part of such Indemnified Party to disclose such information);

(g) any impossibility or impracticality of performance, illegality, any act of any government, or any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Indemnified Party that might constitute a defense available to, or a discharge of, the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or a guarantor of the Obligations; or

(h) any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section 2.

This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time (x) any payment in connection with any of the Obligations is rescinded or must otherwise be returned by any Indemnified Party, or (y) any performance or observance of any Obligation is rescinded or otherwise invalidated, upon the insolvency, bankruptcy or reorganization of the Seller, the Servicer (if any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or otherwise, all as though payment had not been made or as though such Obligation had not been performed or observed.

SECTION 3. Waivers and Acknowledgments. (a) To the extent permitted by applicable law, the Parent Undertaking Parties hereby waive promptness, diligence, notice of acceptance and any other notice (except to the extent that such other notice is expressly required to be given to the Parent Undertaking Parties by any Indemnified Party pursuant to any other Transaction Document) with respect to any of the Obligations and this Agreement and any other document related thereto, and any requirement that any Indemnified Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or any other Person or any asset or collateral.

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(b) The Parent Undertaking Parties hereby waive any right to revoke this Agreement, and acknowledge that this Agreement is continuing in nature and applies to all Obligations, whether existing now or in the future.

SECTION 4. Subrogation. The Parent Undertaking Parties shall not exercise or assert any rights that any of them may now have or hereafter acquire against the Seller, the Servicer (to the extent a Parent Undertaking Party is not the Servicer), or any of the Originators that arise from the existence, payment, performance or enforcement of the Parent Undertaking Parties’ obligations under this Agreement or any other Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification or any right to participate in any claim or remedy of any Indemnified Party against the Seller, such Servicer or any of the Originators or any asset or collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Seller, such Servicer or any of the Originators, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until all amounts in connection with the Obligations and all amounts payable under this Agreement shall have been paid in full and all other amounts payable to the Indemnified Parties under the Transaction Documents shall have been paid in full. If any amount shall be paid to any of the Parent Undertaking Parties in violation of the preceding sentence at any time prior to the later of (i) the payment in full of the Obligations and all other amounts payable under this Agreement and all amounts payable to the Indemnified Parties under the Transaction Documents and (ii) the Termination Date, such amount shall be held in trust for the benefit of the Indemnified Parties and shall forthwith be paid to the Agent to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Transaction Documents or to be held by the Agent as collateral security for any Obligations payable under this Agreement thereafter arising.

SECTION 5. Representations and Warranties. Each of the Parent Undertaking Parties hereby represents and warrants as to itself as follows:

(a) Such Parent Undertaking Party is a corporation, validly incorporated and existing and in good standing under the laws of the jurisdiction of its organization. Except where failure could not be reasonably expected to have a Material Adverse Effect, such Parent Undertaking Party (a) is duly qualified to transact business and is in good standing in each jurisdiction where the nature and extent of its business and properties require the same, and (b) possesses all requisite authority, power, licenses, approvals, permits, authorizations, and franchises to use its assets and conduct its business as is now being, or is contemplated herein to be, conducted.

(b) As of the First Amendment Effective Date, (i) all of the issued and outstanding shares of common stock of CCSC and CIH are owned, directly or indirectly, by Crown Holdings; (ii) all of the issued and outstanding shares of common stock of the Seller and each of the US Originators, are owned, directly or indirectly, by CCSC; and (iii) all of the issued and outstanding shares of common stock or partnership interests, as applicable, of each of the UK Originators and the Canadian Originator, are owned, directly or indirectly, by CIH; in each case free and clear of any Adverse Claim other than a pledge of the stock of the Originators as security for the Existing Credit Facilities.

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(c) The execution, delivery and performance by such Parent Undertaking Party of each of this Agreement and the other Transaction Documents to which such Parent Undertaking Party is a party, and the transactions contemplated hereby and thereby, are within such Parent Undertaking Party’s corporate powers, have been duly authorized by all necessary corporate action and do not (i) contravene such Parent Undertaking Party’s charter or bylaws, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award binding on or affecting such Parent Undertaking Party or any of its properties, or (iii) breach or result in a default under, or result in the acceleration of (or entitle any party to accelerate) the maturity of any obligation of such Parent Undertaking Party under, or result in or require the creation of any Lien upon or security interest in any property of such Parent Undertaking Party pursuant to the terms of, any credit or loan agreement, indenture, or other agreement or instrument binding on or affecting such Parent Undertaking Party or any of its properties. Each of this Agreement and the other Transaction Documents to which such Parent Undertaking Party is a party when delivered will have been duly executed and delivered by such Parent Undertaking Party. Without limiting the generality of the foregoing, the transactions evidenced by the Transaction Documents constitute (i) a “Permitted Receivables or Factoring Financing” under and as defined in the Existing Credit Facilities; (ii) a “Qualified Receivables Transaction” under and as defined in the Indenture dated September 1, 2004 among Crown European Holdings S.A., the Guarantors named therein, Wells Fargo Bank, N.A., as trustee for the holders of the 6¼% First Priority Senior Secured Notes due 2011; (iii) a “Qualified Receivables Transaction” under and as defined in the Indenture dated February 26, 2003 among Crown European Holdings S.A., the Guarantors named therein, Wells Fargo Bank, N.A. (f/k/a Wells Fargo Bank Minnesota, National Association), as trustee for the holders of the 9½% Second Priority Senior Secured Notes due 2011 and the holders of the 10¼% Second Priority Senior Secured Notes due 2011, in each case issued pursuant thereto; and (iv) a “Qualified Receivables Transaction” under and as defined in the Indenture dated February 26, 2003 among Crown European Holdings S.A., the Guarantors named therein, and Wells Fargo Bank, N.A. (f/k/a Wells Fargo Bank Minnesota, National Association), as trustee for the holders of the 10 ⁷/8% Third Priority Senior Secured Notes due 2013 issued pursuant thereto.

(d) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by such Parent Undertaking Party of this Agreement or any of the other Transaction Documents to which such Parent Undertaking Party is a party, or to ensure the legality, validity or enforceability hereof or thereof.

(e) This Agreement is, and the other Transaction Documents to which such Parent Undertaking Party is a party when delivered will be, the legal, valid and binding obligation of such Parent Undertaking Party enforceable against such Parent Undertaking Party in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to general equitable principles.

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(f) The consolidated balance sheet of Crown Holdings and its consolidated subsidiaries as at December 31, 2003, and the related consolidated statements of income and cash flows of such Parent Undertaking Party and its consolidated subsidiaries for the fiscal year then ended, in each case certified by PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to the Agent, fairly present in all material respects the consolidated financial condition of Crown Holdings and its consolidated subsidiaries as at such date and the consolidated results of the operations of Crown Holdings and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAP and, since December 31, 2003, there has been no material adverse change in such condition or operations of such Parent Undertaking Party, or the ability of such Parent Undertaking Party to perform its obligations hereunder or under any other Transaction Document to which it is a party, in each case other than to the extent expressly set forth on Schedule V to the Receivables Purchase Agreement, Schedule V to the Contribution and Sale Agreements, or in any public filing prior to the date hereof with the Securities and Exchange Commission.

(g) Except as disclosed in Crown Holdings’ public filings prior to the Effective Date with the Securities and Exchange Commission or as disclosed in writing to the Agent on or prior to the Effective Date, there is no pending or, to the knowledge of such Parent Undertaking Party, threatened action, suit or proceeding affecting such Parent Undertaking Party or any of its subsidiaries, or its property or assets or the property or assets of any of its subsidiaries, before any court, governmental agency or arbitrator or other authority, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect, or which purports to affect the legality, validity or enforceability of this Agreement or any of the other Transaction Documents to which such Parent Undertaking Party is a party or the transactions contemplated hereby or thereby.

(h) Each Seller Report, Weekly Report, Daily Report and Receivables Activity Report (in each case if prepared by such Parent Undertaking Party or any Affiliate thereof, or to the extent that information contained therein is supplied by such Parent Undertaking Party or any Affiliate thereof), and each notice or other written item of information, exhibit, financial statement, document, book, record or report, furnished or to be furnished at any time by such Parent Undertaking Party or any Affiliate thereof to any Indemnified Party in each case in connection with any Transaction Document is or will be accurate in all material respects as of its date or as of the date so furnished, and no such report or document contains or will contain any untrue statement of a material fact or omits to state, or will omit to state, as of its date of delivery or the date so furnished, a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided that to the extent that any such Seller Report, Weekly Report, Daily Report, Receivables Activity Report, notice or other written item of information, exhibit, financial statement, document, book, record or report was based upon or constitutes a forecast or projection, such Parent Undertaking Party represents only that it (or such Affiliate) acted in good faith and utilized reasonable assumptions and due care in the preparation of such Seller Report, Weekly Report, Daily Report, Receivables Activity Report, notice or other written item of information, exhibit, financial statement, document, book, record or report.

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(i) There are no conditions precedent to the effectiveness of this Agreement or any of the other Transaction Documents to which such Parent Undertaking Party is a party that have not been satisfied or waived.

(j) The obligations of such Parent Undertaking Party under this Agreement and each of the other Transaction Documents to which such Parent Undertaking Party is a party do rank and will rank at least pari passu in priority of payment and in all other respects with all other unsecured Debt of such Parent Undertaking Party.

(k) Such Parent Undertaking Party is neither a “holding company” nor a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended. Neither such Parent Undertaking Party nor any of its Affiliates is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(l) With respect to each such Parent Undertaking Party, each Originator and the Seller, no ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien. Such Parent Undertaking Party and its ERISA Affiliates are in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan. No condition exists or event or transaction has occurred with respect to any Pension Plan or Welfare Plan which reasonably might result in the incurrence by such Parent Undertaking Party or any of such Parent Undertaking Party’s ERISA Affiliates of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. Such Parent Undertaking Party does not have any contingent liability with respect to post-retirement benefits provided by it or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Except as could not reasonably be expected to have a Material Adverse Effect, (A) each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities and (B) no Parent Undertaking Party nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Non-U.S. Plan.

(m) (i) Such Parent Undertaking Party and, to its knowledge, its Affiliates, are not in violation of any Anti-Terrorism Law, including the Executive Order, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

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(ii) Such Parent Undertaking Party and, to its knowledge, its Affiliates and their respective brokers or other agents acting or benefiting in any capacity in connection with transactions contemplated by this Agreement and the other Transaction Documents, are not any of the following:

(A) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(B) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(C) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(D) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.

(iii) Such Parent Undertaking Party and to its knowledge, its Affiliates and their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by this Agreement and the other Transaction Documents, do not (A) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in clause (ii) above, (B) deal in, or otherwise engage in any transaction relating to, any property or interest in property blocked pursuant to the Executive Order, or (C) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

SECTION 6. Covenants. Each of the Parent Undertaking Parties covenants and agrees that (except in the case of subsection (e) of this Section 6, which shall only apply to Crown Holdings), until the date that occurs 365 days after the latest of (i) the Commitment Termination Date, and (ii) the date on which no Capital of any Receivable Interest shall be outstanding and no Yield, fees or other amounts remain unpaid under the Receivables Purchase Agreement, such Parent Undertaking Party will, unless the Required Purchasers shall otherwise consent in writing:

(a) Compliance with Laws, Etc. Comply with all applicable federal, state and local laws, rules, regulations and orders with respect to it, except to the extent failure to so comply would not reasonably be expected to have a Material Adverse Effect.

(b) Preservation of Corporate Existence, Etc.. At all times (i) maintain its existence and good standing in the jurisdiction of its organization (provided, however, that such Parent Undertaking Party may consummate any merger or consolidation permitted under Section 6(e)) and its authority to transact business in all other jurisdictions where the failure to so maintain its authority to transact business could

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reasonably be expected to have a Material Adverse Effect; (ii) maintain all licenses, permits, and franchises necessary for its business where the failure to so maintain could reasonably be expected to have a Material Adverse Effect; and (iii) keep all of its assets which are used in and necessary to its business in good working order and condition (ordinary wear and tear excepted) and make all necessary repairs thereto and replacements thereof, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(c) Inspections. From time to time upon two days’ prior notice and during regular business hours as requested by the Agent or any Purchaser (such two days’ prior notice shall not be required following the occurrence of an Event of Termination), or at any time and from time to time upon the occurrence and during the continuance of any Event of Termination or Potential Event of Termination, allow the Agent or any Purchaser (or their respective agents or representatives) to inspect any of the properties of such Parent Undertaking Party or any of its consolidated subsidiaries, to review reports, files, and other records of such Parent Undertaking Party or any of its consolidated subsidiaries and to make and take away copies thereof, to conduct tests or investigations, and to discuss any of the affairs, conditions, and finances of such Parent Undertaking Party or any of its consolidated subsidiaries with the other creditors, directors, officers, employees, other representatives, and independent accountants of such Parent Undertaking Party and its consolidated subsidiaries, all at the expense of such Parent Undertaking Party.

(d) Reporting Requirements. Furnish to the Agent:

(i) as soon as available and in any event within 45 days (or such shorter period for the filing of Crown Holdings’ Form 10-Q as may be required by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Crown Holdings (commencing with the Fiscal Quarter ending September 30, 2004), a consolidated balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by a Financial Officer of Crown Holdings, it being understood and agreed that the delivery of Crown Holdings’ Form 10-Q (as filed with the SEC), if certified as required in this clause (i), shall satisfy the requirements set forth in this clause;

(ii) as soon as available and in any event within 90 days (or such shorter period for the filing of Crown Holdings’ Form 10-K as may be required by the SEC) after the end of each Fiscal Year of Crown Holdings (commencing with the Fiscal Year ended December 31, 2004), a copy of the annual audit report for such Fiscal Year for Crown Holdings and its Subsidiaries, including therein a consolidated balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) in a manner acceptable to the Agent by

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PricewaterhouseCoopers LLP or other independent public accountants reasonably acceptable to the Agent (it being understood and agreed that the delivery of Crown Holdings’ Form 10-K (as filed with the SEC), if certified as required by this clause (ii), shall satisfy such delivery requirement in this clause), together with a certificate from a Financial Officer of Crown Holdings substantially in the form of Exhibit B (a “Compliance Certificate”) containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6(h), (i), and (j) and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officer has not become aware of any Event of Termination or Potential Event of Termination that has occurred and is continuing, or, if such Financial Officer has become aware of such Event of Termination or Potential Event of Termination, describing such Event of Termination or Potential Event of Termination and the steps, if any, being taken to cure it, and concurrently with the delivery of the foregoing financial statements, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Termination or Potential Event of Termination (which certificate may be limited to the extent required by accounting rules or guidelines);

(iii) as soon as available and in any event within 45 days (or such shorter period as may be required for the filing of Crown Holdings’ Form 10-Q by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Crown Holdings (commencing with the Fiscal Quarter ending September 30, 2004), a Compliance Certificate from a Financial Officer of Crown Holdings containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6(h), (i), and (j) and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Event of Termination or Potential Event of Termination that has occurred and is continuing, or, if such Financial Officers have become aware of such Event of Termination or Potential Event of Termination, describing such Event of Termination or Potential Event of Termination and the steps, if any, being taken to cure it;

(iv) as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Crown Holdings (commencing with the Fiscal Quarter ending September 30, 2004) an unaudited consolidating balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Quarter and consolidating statements of earnings and cash flows of Crown Holdings and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by a Financial Officer of Crown Holdings (it being understood and agreed that such financial statements need only break out (A) the Servicer and the US Originators, on a consolidated basis; (B) the Seller; (C) Crown (Canada); and (D) the UK Originators, on a consolidated basis, in each case, as of the end of such Fiscal Quarter);

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(v) as soon as available and in any event within 105 days after the end of each Fiscal Year of Crown Holdings (commencing with the Fiscal Year ending December 31, 2004), an unaudited consolidating balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Year and consolidating statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Year, certified by a Financial Officer of Crown Holdings (it being understood and agreed that such financial statements need only break out (A) the Servicer and the US Originators, on a consolidated basis; (B) the Seller; (C) Crown (Canada); and (D) the UK Originators, on a consolidated basis, in each case, as of the end of such Fiscal Year);

(vi) no later than January 31 of each Fiscal Year of Crown Holdings (commencing with the Fiscal Year ending December 31, 2005), a detailed consolidated budget of Crown Holdings and its Subsidiaries by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year) and, promptly when available, any significant revisions of such budgets;

(vii) promptly upon receipt thereof, copies of all reports submitted to Crown Holdings or its Subsidiaries by independent certified public accountants in connection with each annual, interim or special audit of the books of Crown Holdings or any of its Subsidiaries made by such accountants, including any management letters submitted by such accountants to management in connection with their annual audit;

(viii) as soon as possible and in any event within five Business Days after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding described in Section 5(g) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding of the type described in Section 5(g), that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or that purports to affect the legality, validity or enforceability of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, notice thereof and copies of all documentation relating thereto;

(ix) as soon as possible, notice of any other development that could reasonably be expected to have a Material Adverse Effect;

(x) as soon as possible and in any event within three Business Days after becoming aware of the occurrence of any Event of Termination or Potential Event of Termination, a statement by a Financial Officer of Crown Holdings setting forth details of such Event of Termination or Potential Event of Termination and the action that Crown Holdings or its applicable Subsidiary has taken and proposes to take with respect thereto;

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(xi) promptly after the sending or filing thereof, copies of all reports that any Crown Party sends to any of its securityholders (other than a report by a Wholly Owned Subsidiary (as defined in the Existing Credit Facilities)), and copies of all reports, registration statements (other than a Form S-8 or any successor form) or other materials that any Crown Party files with the Securities and Exchange Commission or any national securities exchange (other than the Luxembourg Stock Exchange);

(xii) promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under any Transaction Document from any Person other than the Agent, copies of the same;

(xiii) [reserved]

(xiv) promptly upon becoming aware that the sum of the “Available Dollar Revolving Credit Commitment” and the “Available Euro Revolving Credit Commitment” (in each case as defined in the Existing Credit Facilities as in effect on the date hereof) does not exceed $100,000,000, notice thereof;

(xv) immediately upon becoming aware of the taking of any specific actions by Crown Holdings or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Crown Holdings or any ERISA Affiliate having to provide more than $1.0 million in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien or in the incurrence by a Parent Undertaking Party or any Subsidiary thereof of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Parent Undertaking Party or any Subsidiary thereof with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which could reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;

(xvi) upon request by the Agent, copies of: (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Parent Undertaking Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (B) the most recent actuarial valuation report for each Pension Plan; (C) all notices received by any Parent Undertaking Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (D) such other documents or governmental reports or filings relating to any Plan as the Agent shall reasonably request;

(xvii) simultaneously with the delivery of financial statements pursuant to Sections 6(d)(i) and (ii), certifications by the chief executive officer and a Financial Officer under the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002, as amended, and/or the rules and regulations of the Securities and Exchange Commission; and

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(xviii) such other information, documents, records or reports respecting the condition or operations, financial or otherwise, of such Parent Undertaking Party or any of its subsidiaries as the Agent may from time to time reasonably request.

(e) Stock Ownership. Continue to own, directly or indirectly, or cause a corporation owned directly or indirectly by the ultimate stockholders of such Parent Undertaking Party in substantially the same proportions as their ownership of stock of such Parent Undertaking Party, to own directly or indirectly all of the issued and outstanding shares of capital stock of the Seller and each of the Originators, free and clear of any Adverse Claim other than a pledge of the stock of the Originators as security for the Existing Credit Facilities.

(f) Merger, Etc. Not merge into or consolidate with any Person or permit any Person to merge into it (including a reincorporation merger), unless, in each case, (i) the Agent has received written notice thereof at least thirty days prior to the consummation of such transaction, (ii) immediately after giving effect thereto, no event shall occur and be continuing that constitutes an Event of Termination or a Potential Event of Termination and (iii) the corporation formed by such consolidation or into which such Parent Undertaking Party shall be merged shall, at the effective time of such merger or consolidation, assume such Parent Undertaking Party’s obligations under this Agreement and the other Transaction Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Agent; and not sell, assign or otherwise dispose of all, or substantially all, of its assets in any transaction or series of transactions, unless, in each case, (A) immediately after giving effect thereto, no event shall occur and be continuing that constitutes an Event of Termination or a Potential Event of Termination, (B) such sale, assignment or other disposition is to (x) one or more Affiliates of such Parent Undertaking Party, or (y) a Person the acquisition of 100% of such Parent Undertaking Party by whom would not constitute a Change of Control, and (C) such Affiliates or such Person or the holder, directly or indirectly, of 100% of the equity interests of such Affiliates or such Person shall, at the effective time of such sale, assignment or disposition, assume such Parent Undertaking Party’s obligations under this Agreement and the other Transaction Documents to which it is a party in a writing reasonably satisfactory in form and substance to the Agent.

(g) Taxes. Pay and discharge all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which material penalties attach thereto, and all lawful claims which, if unpaid, might become a Lien or charge upon any properties of such Person or cause a failure or forfeiture of title thereto; provided that no Parent Undertaking Party nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings diligently conducted, which proceedings have the effect of preventing the forfeiture or sale of the property or asset that may become subject to such Lien, if it has maintained adequate reserves with respect thereto in accordance with and to the extent required under GAAP.

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(h) Total Leverage Ratio. Not permit or suffer to exist the Total Leverage Ratio for any Test Period set forth below to exceed the ratio set forth opposite such period:

Test Period	Ratio
September 30, 2004	5.75 to 1.00
December 31, 2004	5.75 to 1.00
March 31, 2005	5.75 to 1.00
June 30, 2005	5.75 to 1.00
September 30, 2005	5.75 to 1.00
December 31, 2005	5.25 to 1.00
March 31, 2006	5.25 to 1.00
June 30, 2006	5.25 to 1.00
September 30, 2006	5.25 to 1.00

(i) First Lien Leverage Ratio. Not permit or suffer to exist the First Lien Leverage Ratio for any Test Period to exceed 3.0 to 1.0 if and for so long as the Indebtedness under the Existing Credit Facilities is rated Ba2 or better by Moody’s and BB or better by S&P; provided that in all other cases, the First Lien Leverage Ratio for any Test Period shall not exceed 2.0 to 1.0.

(j) Fixed Charge Coverage Ratio. Not permit or suffer to exist the Consolidated Fixed Charge Coverage Ratio for any Test Period set forth below to be less than the ratio set forth opposite such period:

Test Period	Ratio
September 30, 2004	1.20 to 1.00
December 31, 2004	1.20 to 1.00
March 31, 2005	1.20 to 1.00
June 30, 2005	1.20 to 1.00
September 30, 2005	1.20 to 1.00
December 31, 2005	1.35 to 1.00
March 31, 2006	1.35 to 1.00
June 30, 2006	1.35 to 1.00
September 30, 2006	1.35 to 1.00

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(k) Anti-Terrorism Law. (i) Not conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 5(m)(ii) above, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and each Parent Undertaking Party shall deliver to the Agent any certification or other evidence requested from time to time by the Agent in its reasonable discretion, confirming such Parent Undertaking Party’s compliance with this Section 6(k)).

(l) Embargoed Person. At all times throughout the term of this Agreement, (a) none of the funds or assets of the Parent Undertaking Parties that are sold, contributed or otherwise transferred to any other party under the Transaction Documents shall constitute property of, or shall be beneficially owned directly or, to the knowledge of any Parent Undertaking Party, indirectly by, any Embargoed Person that is identified on (1) the SDN List maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to the knowledge of any Parent Undertaking Party, as of the date thereof, based upon reasonable inquiry by such Parent Undertaking Party, on any Other List maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in the Parent Undertaking Parties (whether directly or indirectly), is prohibited by law, or the purchases made by any such other party would be in violation of law, or (2) the Executive Orders, and (b) no Embargoed Person shall have any direct interest, and to the knowledge of any Parent Undertaking Party, as of the date hereof, based upon reasonable inquiry by any Parent Undertaking Party, indirect interest, of any nature whatsoever in the Parent Undertaking Parties, with the result that the investment in the Parent Undertaking Party (whether directly or indirectly), is prohibited by law or the transactions contemplated by this Agreement are in violation of law.

SECTION 7. Payments Free and Clear of Taxes, etc. (a) Any and all payments by each Parent Undertaking Party hereunder shall be made free and clear of and without deduction for any and all present or future Taxes. If a Parent Undertaking Party or the Agent shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Indemnified Party, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 7) such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Parent Undertaking Party or the Agent shall make such deductions and (iii) such Parent Undertaking Party or the Agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b) In addition, each Parent Undertaking Party shall pay any present or future Other Taxes that arise from any payment made hereunder or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement.

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(c) Each Parent Undertaking Party shall indemnify each Indemnified Party for and hold it harmless against the full amount of Taxes and Other Taxes (including, without limitation, taxes of any kind imposed by any jurisdiction on amounts payable under this Section 7) imposed on or paid by such Indemnified Party and any liability (including penalties, additions to tax, interest and expenses other than those incurred as a result of actions by such Indemnified Party constituting the gross negligence or willful misconduct of such Indemnified Party except to the extent that such actions shall have been approved by or directed to be taken by such Parent Undertaking Party or any of its Affiliates) arising therefrom or with respect thereto whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Indemnified Party makes written demand therefor (with a copy to the Agent).

(d) Within 30 days after the date of any payment of Taxes or Other Taxes, each Parent Undertaking Party shall furnish to the Agent, at its address referred to in Section 9, the original or a certified copy of a receipt evidencing payment thereof.

(e) Without prejudice to the survival of any other agreement of each Parent Undertaking Party hereunder, the agreements and obligations of each Parent Undertaking Party contained in this Section 7 shall survive any termination of the Receivables Purchase Agreement.

SECTION 8. Amendments, etc.. No amendment or waiver of any provision of this Agreement or consent to any departure by any Parent Undertaking Party herefrom shall be effective unless in a writing signed by the Required Purchasers (and, in the case of any amendment, also signed by each Parent Undertaking Party), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 9. Notices; Effectiveness; Electronic Communications.

(a) Generally. Except as otherwise specifically provided herein (including clause (b) below with respect to electronic communications to the Agent or the Purchasers), all notices, consents and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered United States mail or sent by telecopier (i) to any party hereto at its address or telecopier number, as the case may be, set forth on the signature pages to this Agreement or (ii) to the Agent at 388 Greenwich Street, 19^th Floor, New York, New York 10013, Attention: Miles D. McManus (Telecopier No. (212) 816-2613). All notices sent by hand or overnight courier service, or mailed by certified or registered United States mail or telecopier, shall be deemed to have been given when received; provided, however, that if such notice is received by any Person after the normal business hours of such Person, such notice shall be deemed delivered at the opening of business on the next Business Day for such Person.

(b) Electronic Communications.

(i) Each Parent Undertaking Party shall provide to the Agent all information, documents and other materials that any such Person is obligated to furnish to the Agent, as applicable, pursuant to this Agreement and the other

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Transaction Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (A) provides notice of any Event of Termination or Potential Event of Termination or (B) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Agent to hien.nugent@citigroup.com, or such other electronic mail address as the Agent shall identify to the Parent Undertaking Parties. In addition, each Parent Undertaking Party shall continue to provide the Communications to the Agent in the manner specified in this Agreement but only to the extent requested by the Agent. Each Parent Undertaking Party further agrees that the Agent may make the Communications available to the Purchasers by posting the Communications on the Platform. Nothing in this Agreement or any other Transaction Document shall prejudice the right of the Agent to give any notice or other communication pursuant hereto or to any other Transaction Document in any other manner specified herein or therein.

(ii) The Agent agrees that the receipt of the Communications by the Agent at its e-mail address set forth in subclause (i) above shall constitute effective delivery of the Communications to the Agent for purposes of each Transaction Document.

(iii) Each party hereto agrees that any electronic communication referred to in this clause (b) shall be deemed delivered upon the posting of a record of such Communication as “sent” in the e-mail system of the sending party or, in the case of any such Communication to the Agent, upon the posting of a record of such Communication as “received” in the e-mail system of the Agent; provided, however, that if such Communication is received by the Agent after the normal business hours of the Agent, such Communication shall be deemed delivered at the opening of business on the next Business Day for the Agent.

(iv) Each party hereto acknowledges and agrees that the distribution of the Communications and other material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES AS FOLLOWS: (A) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”; (B) THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS; AND (C) NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS

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MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.

(v) This clause (b) shall terminate on the date that no Agent Party is the Agent under the Receivables Purchase Agreement.

(c) Change of Address, Etc. Any party hereto may change its mailing address, telephone number, telecopier number or e-mail address for notices and other communications hereunder and under the other Transaction Documents by notice to the other parties hereto.

SECTION 10. No Waiver; Remedies. No failure on the part of any Indemnified Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 11. Continuing Agreement; Assignments under Receivables Purchase Agreement. This Agreement is a continuing agreement and shall, subject to the reinstatement provisions contained in Section 2, (a) remain in full force and effect until the later of (i) the payment and performance in full of the Obligations and the payment of all other amounts payable under this Agreement and (ii) the Termination Date, (b) be binding upon each Parent Undertaking Party, its successors and permitted assigns, and (c) inure to the benefit of, and be enforceable by, the Indemnified Parties and each of their respective successors and permitted transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, (A) any Purchaser or other Owner may assign all or any of its Receivable Interests under the Receivables Purchase Agreement in accordance with the terms thereof to any Eligible Assignee, and (B) the Agent may be replaced pursuant to the provisions of the Receivables Purchase Agreement, and such Eligible Assignee, or such replacement Agent, shall thereupon become vested with all the benefits in respect thereof granted to such Owner, or the Agent, as the case may be, herein or otherwise. The Parent Undertaking Parties shall not have the right to assign this Agreement or any or all of its respective rights or obligations hereunder or any interest herein to any Person except either (i) in connection with a merger or consolidation permitted under Section 6(e) or (ii) with the prior written consent of each Purchaser.

SECTION 12. Entire Agreement. This Agreement and the other Transaction Documents to which the parties hereto are a party contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, written or oral, relating to the subject matter hereof.

SECTION 13. Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

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SECTION 14. Confidentiality. Except as otherwise required by applicable law, by their acceptance of this Agreement the Agent and each Purchaser or other Owner agrees to maintain the confidentiality of this Agreement (and all drafts thereof) and all non-public information delivered in connection herewith in communications with third parties and otherwise; provided that this Agreement and such information may be disclosed (a) to third parties to the extent such disclosure is made pursuant to a written confidentiality agreement in form and substance substantially identical to this Section 14, (b) to the Agent’s and each Purchaser’s and Owner’s legal counsel, accountants and auditors if they agree to hold it confidential, (c) to any nationally recognized rating agency, and (d) pursuant to court order or subpoena; provided, however, that the disclosure of this Agreement or other information required to be made by or pursuant to court order or subpoena will not be made until each Parent Undertaking Party has been notified at least five Business Days in advance of any such disclosure, unless such notification is prohibited by applicable law or such court order or subpoena.

Notwithstanding any other provision herein, each party hereto (and each employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transactions contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws and provided that (to the extent not inconsistent with the foregoing) such disclosure shall be made without disclosing the names or other identifying information of any party.

SECTION 15. Governing Law; Jurisdiction; Waiver of Jury Trial, etc. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

(b) Each Parent Undertaking Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Parent Undertaking Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each Parent Undertaking Party agrees that a final judgment in any such 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. Nothing in this Agreement or any other Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document in the courts of any jurisdiction.

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(c) Each Parent Undertaking Party irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents to which it is or is to be a party in any New York State court or United States federal court sitting in New York City. Each Parent Undertaking Party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

(d) EACH PARENT UNDERTAKING PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTION DOCUMENTS, THE PURCHASES OR THE ACTIONS OF ANY INDEMNIFIED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

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IN WITNESS WHEREOF, the Parent Undertaking Parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

CROWN HOLDINGS, INC.
By	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns
Title:	Vice President and Treasurer
One Crown Way
Philadelphia, PA 19154
Attention: Michael B. Burns, Vice President and Treasurer
Telephone No.: (215) 698-5036
Telecopier No.: (215) 676-6011
CROWN CORK & SEAL COMPANY, INC.
By	/S/    ALAN W. RUTHERFORD
Name:	Alan W. Rutherford
Title:	Executive Vice President and
	Chief Financial Officer
One Crown Way
Philadelphia, PA 19154
Attention: Michael B. Burns, Vice President and Treasurer
Telephone No.: (215) 698-5036
Telecopier No.: (215) 676-6011

Signature Page to

the Third Amended and Restated Undertaking Agreement

CROWN INTERNATIONAL HOLDINGS, INC.
By	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns
Title:	Vice President and Treasurer
One Crown Way
Philadelphia, PA 19154
Attention: Michael B . Burns, Vice President and Treasurer
Telephone No.: (215) 698-5036
Telecopier No.: (215) 676-6011

Signature Page to

the Third Amended and Restated Undertaking Agreement

EXHIBIT A

to

Undertaking Agreement

CERTAIN DEFINED TERMS

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Asbestos Payment” means any payment in cash actually made by or on behalf of Crown Holdings or any Subsidiary in respect of any liability related to asbestos or any actual or threatened claim, action or proceeding related to asbestos (including any settlement of any thereof). For avoidance of doubt, deferred payments shall only constitute Asbestos Payments when made.

“Capital Expenditures” means, for any period and with respect to any Person, (a) any and all expenditures made by such Person or any of its Subsidiaries in such period for assets added to or reflected in its property, plant and equipment accounts or other similar capital asset accounts or comparable items or any other capital expenditures that are, or should be, set forth as “additions to plant, property and equipment” on the consolidated financial statements of such Person prepared in accordance with GAAP, whether such asset is purchased for cash or financed as an account payable or by the incurrence of Indebtedness, accrued as a liability or otherwise, and (b) all Capital Lease Obligations of such Person and its Subsidiaries.

“Capital Lease Obligations” means, with respect to any Person, all monetary or financial obligations of such Parent Undertaking Party and its Subsidiaries under any leasing or similar arrangement conveying the right to use real or personal property, or a combination thereof, which, in accordance with GAAP, would or should be classified and accounted for as capital leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date on which such lease may be terminated by the lessee without payment of a penalty.

“Cash Interest Expense” means, for any period and with respect to any Person, Consolidated Interest Expense of such Person and its Subsidiaries for such period, less the sum of, to the extent included in Consolidated Interest Expense, (a) interest expense actually “paid in kind” in that period, (b) the amortization of any financing fees paid by, or on behalf of, such Person or any of its Subsidiaries, and (c) the amortization of debt discounts, if any.

“Compliance Certificate” has the meaning given to such term in Section 6(d)(ii).

“Consolidated EBITDA” means, for any period and with respect to any Person, Consolidated Net Income of such Person and its Subsidiaries for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense of such Person and its Subsidiaries for such period, (ii) consolidated income tax expense of such Person and its Subsidiaries for such period, (iii) all amounts attributable to depreciation and amortization of such Person and its Subsidiaries for

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such period, (iv) any non-cash deductions made in determining Consolidated Net Income of such Person and its Subsidiaries for such period (including, without limitation, non-cash deductions relating to translation and foreign exchange adjustments) (other than any deductions which (or should) represent the accrual of a reserve for the payment of cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) (it being understood that (x) reserves for pension or health care benefits shall not be so “added back” to Consolidated Net Income and (y) reserves for Asbestos Payments shall be “added back”), and (v) actual cash realized relating to the sale of Real Property (as defined in the Existing Credit Facilities) or equipment in connection with restructuring activities, minus (b) any non-cash additions to Consolidated Net Income of such Person and its Subsidiaries for such period (including, without limitation, non-cash additions relating to translation and foreign exchange adjustments), minus (c) without duplication and to the extent included in determining such Consolidated Net Income of such Person and its Subsidiaries, any extraordinary gains (or plus extraordinary losses) for such period and any gains (or plus losses) realized in connection with any Asset Sale (as defined in the Existing Credit Facilities) of such Person and its Subsidiaries during such period, all determined on a consolidated basis in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, for any Test Period, the ratio of (a) Consolidated EBITDA of Crown Holdings and its Subsidiaries for such Test Period, minus Capital Expenditures in such Test Period of Crown Holdings and its Subsidiaries, to (b) the sum of (i) Net Cash Interest Expense of Crown Holdings and its Subsidiaries for such Test Period plus (ii) the amount of scheduled mandatory payments on account of principal of Indebtedness of Crown Holdings and its Subsidiaries (other than Existing Unsecured Debt (as such term is defined in the Existing Credit Facilities)) for the next succeeding four quarters; provided that with respect to any succeeding four quarters that include September 30, 2011, the scheduled payments of principal in respect of Term B Dollar Loans (as defined in the Existing Credit Facilities) shall be deemed not to exceed an aggregate of $1,250,000, plus (iii) all dividends paid in cash by Crown Holdings or any of its Subsidiaries during such Test Period (other than dividends paid to Crown Holdings or any of its Subsidiaries) plus (iv) Asbestos Payments during such Test Period. For Test Periods ending prior to June 30, 2005, Cash Interest Expense shall be determined on a pro forma basis to give effect to the Transactions (as defined in the Existing Credit Facilities) as if they had occurred on the first day of such Test Period.

“Consolidated Interest Expense” means, with respect to any Person and its Subsidiaries on a consolidated basis for any period, the sum of (a) gross interest expense for such period, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Hedging Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense, (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense and (iv) yield, discount, interest expense or fees associated with the Receivables Purchase Agreement and the other Transaction Documents and any other Permitted Receivables or Factoring Financing (as defined in the Existing Credit Facilities) (other than amounts payable to any Loan Party (as defined in the Existing Credit Facilities)), and (b) capitalized interest. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made by such Person and its Subsidiaries with respect to Hedging Agreements. Breakage costs in connection with repaying and terminating the Existing Credit Agreement (as defined in the Existing Credit Facilities) on the First Amendment Effective Date shall not be considered Consolidated Interest Expense.

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“Consolidated Net Income” means, for any period, the net income or loss of Crown Holdings and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded therefrom (i) the income or loss of any Person (other than consolidated Subsidiaries of Crown Holdings) in which any other Person (other than such Person or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to such Person or any of its Subsidiaries by such Person during such period, (ii) the cumulative effect of a change in accounting principles during such period, (iii) any net after-tax income (loss) from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations, in each case after the date of disposal, (iv) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with such Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries and (v) gains and losses from the early extinguishment of Indebtedness.

“Crown Party” means any of the Parent Undertaking Parties and each Subsidiary or Affiliate thereof that is a party to any of the Transaction Documents.

“Existing Factoring Facilities” means the existing factoring programs of the Euro Borrower and its subsidiaries in France, Belgium, South Africa and Spain and having the amount outstanding under such facilities, in each case as set forth on Schedule 3.21(c) of the Existing Credit Facilities as in effect as of the date hereof.

“Financial Officer” of any corporation, partnership or other entity shall mean the chief financial officer, the principal accounting officer, Treasurer or Controller of such corporation, partnership or other entity.

“First Lien Indebtedness” means the outstanding amount of all Indebtedness (without giving effect to clause (i) in the definition thereof) of Crown Holdings or any of its Subsidiaries secured by (or that has a benefit of) a Lien on any assets or properties of Crown Holdings or any of its Subsidiaries (other than Indebtedness permitted to be incurred under Section 6.01(a)(iii), (iv), (v) of the Existing Credit Facilities or, to the extent not First Lien Notes or Additional First Lien Notes (in each case as defined in the Existing Credit Facilities), Section 6.01(a)(vi) of the Existing Credit Facilities). First Lien Indebtedness shall include (i) the First Lien Notes and any Additional First Lien Notes, (ii) Loans and Reimbursement Obligations under, and as defined in, the Existing Credit Facilities, (iii) the Receivables Net Investment and other amounts payable under any Permitted Receivables or Factoring Financing, (iv) the face amount of any outstanding letter of credit issued pursuant to the Existing Credit Facilities (whether or not drawn), (v) the Existing Non-U.S. Facilities (as defined in the Existing Credit Facilities) and (vi) any liability recorded in accordance with SFAS 133 which does not represent an actual obligation and for which an offsetting derivative contract has been recorded in the financial statements in accordance with GAAP (but to the extent, and only to the extent, such liability exceeds $50,000,000).

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“First Lien Leverage Ratio” means, for any Test Period, the ratio of (a) First Lien Indebtedness of Crown Holdings and its Subsidiaries as of the last day of such Test Period to (b) Consolidated EBITDA of Crown Holdings and its Subsidiaries for such Test Period.

“Fiscal Quarter” shall mean any quarter of a Fiscal Year.

“Fiscal Year” means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar year (e.g., the “2003 Fiscal Year”) refer to the Fiscal Year ending on December 31 occurring during such calendar year.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof (including pursuant to a “synthetic lease”), (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or any “keep well,” maintenance of net worth or other similar agreement or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of the obligation under any Guarantee shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made (including principal, interest and fees) and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of the obligation under such Guarantee shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the guarantor in good faith; irrespective, in any such case, of any amount thereof that would, in accordance with GAAP, be required to be reflected on a balance sheet of such Person.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rate, currency values or commodity prices.

“Impermissible Qualification” means, relative to the opinion or certification of any independent public accountant as to any financial statement of Crown Holdings, any qualification or exception to such opinion or certification

(a) which is of a “going concern” or similar nature;

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(b) which relates to the limited scope of examination of matters relevant to such financial statement; or

(c) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause a default under any of Sections 6(h), (i) and (j), inclusive.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid (excluding obligations to pay salary or benefits under deferred compensation or other benefit programs), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness (excluding prepaid interest thereon) of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness or other monetary or financial obligations of others, (h) all Capital Lease Obligations of such Person, (i) all payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements, (j) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, surety bonds and performance bonds, whether or not matured. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is directly liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Material Adverse Effect” means a materially adverse effect on (a) the business, assets, operations or condition (financial or otherwise), contingent liabilities or prospects of Crown Holdings and its Subsidiaries taken as a whole, (b) the ability of any Affiliate of Crown Holdings that is a party to any of the Transaction Documents to perform any of its obligations under any Transaction Document to which it is a party, (c) the rights of or benefits available to the Purchasers taken as a whole under the Transaction Documents, or (d) the value of the Receivable Interests taken as a whole, or the validity, enforceability, perfection or priority of any Liens, taken as a whole, granted to the Agent (for the benefit of the Purchasers) on such Receivable Interests pursuant to the Transaction Documents.

“Net Cash Interest Expense” means, with respect to any Person and its Subsidiaries and for any period, Cash Interest Expense of such Person and its Subsidiaries for such period, less the amount of interest income received in cash by such Person and its Subsidiaries for such period.

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“Net Indebtedness” means at any date, Indebtedness on such date less cash and Permitted Investments (as defined in the Existing Credit Facilities) of Crown Holdings and its Subsidiaries on such date determined in accordance with GAAP.

“Non-U.S. Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, a Parent Undertaking Party or any Subsidiary with respect to employees employed outside the United States.

“Permitted Receivables or Factoring Financings” means

(i) the transactions under the Receivables Purchase Agreement and under the Transaction Documents,

(ii) the Existing Factoring Facilities and

(iii) refinancings of the program under the Receivables Purchase Agreement and/or the Existing Factoring Facilities (including, without limitation, by extending the maturity thereof) or the consummation of one or more other receivables or factoring financings (including any amendment, modification or supplement thereto or refinancing or extension thereof), with the aggregate Receivables Net Investment of all Permitted Receivables or Factoring Financings under clauses (i) through (iii) outstanding at any time not to exceed $500.0 million, in each case pursuant to a structured receivables financing consisting of a securitization or factoring of Receivables Assets the material terms of which are substantially similar to the receivables or factoring programs described in clauses (i) and (ii) or otherwise on market terms for companies having a credit profile similar to Crown Holdings and its Subsidiaries at the time of such refinancing or financing; provided that the aggregate Receivables Net Investment of all Permitted Receivables or Factoring Financings outstanding at any time may exceed $400.0 million only to the extent that such excess is paid with respect to a securitization or factoring of Receivables Assets of a Non-Subsidiary Loan Party (as defined in the Existing Credit Facilities).

“Receivables Assets” means accounts receivable (including any bills of exchange), any security therefor, collections thereof, bank accounts holding payments in respect of accounts receivable, and related assets and property.

“Receivables Net Investment” means the aggregate cash amount paid by the Purchasers or any other lenders or purchasers under any Permitted Receivables or Factoring Financings in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of such Permitted Receivables or Factoring Financings; provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Receivables Net Investment shall be increased by the amount of such distribution, all as if such distribution had not been made.

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“SFAS 133” means Statements of Financial Accounting Standards No. 133, as amended, “Accounting for Derivative Instruments and Hedging Activities.”

“Subsidiary” means with respect to any Person, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person; (ii) any partnership of which more than 50% of the outstanding partnership interests having the power to act as a general partner of such partnership (irrespective of whether at the time any partnership interests other than general partnership interests of such partnership shall or might have voting power upon the occurrence of any contingency) are at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such person; or (iii) any other legal entity the accounts of which would or should be consolidated with those of such Person on a consolidated balance sheet of such Person prepared in accordance with GAAP. Unless otherwise indicated, when used in this Agreement, the term “Subsidiary” shall refer to a Subsidiary of a Parent Undertaking Party.

“Test Period” means, for the covenants contained in Sections 6(h) through 6(j), the four consecutive complete fiscal quarters of Crown Holdings then last ended. Compliance with any such covenant shall be tested as of the end of each Test Period.

“Total Leverage Ratio” means, for any Test Period, the ratio of (a) Net Indebtedness of Crown Holdings and its Subsidiaries (exclusive of Indebtedness under any Permitted Receivables or Factoring Financing) plus any liability recorded in accordance with SFAS 133 which does not represent an actual obligation and for which an offsetting derivative contract has been recorded in the financial statements in accordance with GAAP (but, to the extent and only to the extent, such liability exceeds $50,000,000), as of the last day of such Test Period, to (b) Consolidated EBITDA of Crown Holdings and its Subsidiaries for such Test Period.

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EXHIBIT B

to

Undertaking Agreement

FORM OF COMPLIANCE CERTIFICATE

[ATTACHED]

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EX-10.D

Exhibit 10.d

SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT

SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of September 1, 2004, 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 ZELLER USA, INC., a Delaware corporation formerly known as Zeller Plastik, Inc. (“Zeller”) and CITICORP NORTH AMERICA, INC., a New York banking corporation, as administrative and U.S. collateral agent (together with its successors and assigns, the “Bank Agent”) for the banks and other financial institutions (the “Lender Parties”) from time to time party to the Bank Loan Documents (as hereinafter defined).

PRELIMINARY STATEMENTS

1. The Program Agent, each Parent Undertaking Party, the Seller, Crown USA, Risdon, Zeller and Citicorp North America, Inc., as administrative agent and collateral agent under the Credit Agreement dated as of February 26, 2003 among Crown Americas, Inc. (f/k/a Crown Cork & Seal Americas, Inc.), Crown European Holdings S.A., the Parent Undertaking Parties, certain subsidiaries of the Crown Holdings party thereto, Citicorp North America, Inc., as administrative agent, Citibank International plc., as U.K. administrative agent and the banks and other financial institutions from time to time party thereto as amended, supplemented or otherwise modified through the date hereof (the “Existing Bank Credit Agreement”), are parties to that certain Amended and Restated Intercreditor Agreement dated as of December 5, 2003 (the “Existing Intercreditor Agreement”).

2. Crown USA, Risdon and Zeller (collectively, the “U.S. Originators”) have agreed to sell, transfer and assign to the Seller from time to time, and the Seller has agreed to purchase from the U.S. Originators from time to time, all of the right, title and interest of the U.S. Originators in and to the Receivables (as hereinafter defined) pursuant to a Second Amended and Restated Receivables Contribution and Sale Agreement dated as of December 5, 2003, as amended by the First Amendment to Second Amended and Restated Receivables Contribution and Sale Agreement dated as of the date hereof (such agreement, as so amended and as the same may from time to time be further amended, amended and restated, supplemented or otherwise modified, the “Receivables Contribution and Sale Agreement”), among, inter alia, the U.S. Originators, CROWN Metal Packaging Canada LP, the Seller and Crown USA as the buyer’s initial servicer.

3. The Purchasers have agreed to purchase from the Seller under a Second Amended and Restated Receivables Purchase Agreement dated as of December 5, 2003, as amended by the First Amendment to Second Amended and Restated Receivables Purchase Agreement dated as of the date hereof (the “RPA First Amendment”; such agreement, as so amended by the RPA First Amendment and as the same may from time to time be further amended, amended and restated, supplemented or otherwise modified the “Receivables Purchase Agreement”) among the Seller, the Program Agent, the Purchasers and Crown USA, as Servicer, an undivided percentage ownership interest in the Receivables (as hereinafter defined) together with the Related Security and Collections (each as hereinafter defined).

4. As of the date hereof, all loans outstanding under, and all other amounts due in respect of, the Existing Bank Credit Agreement have been repaid in full (or satisfactory arrangements made for such repayment) and the commitments thereunder have been permanently terminated in connection with the consummation of the transactions evidenced or contemplated by the Credit Agreement dated as of the date hereof among Crown Americas, Inc. (f/k/a Crown Cork & Seal Americas, Inc.), Crown European Holdings S.A., Crown Holdings and each other Parent Undertaking Party, certain other subsidiaries of Crown Holdings party thereto, the Bank Agent, Citibank International plc, as U.K. administrative agent and the banks and other financial institutions from time to time party thereto (such agreement, as the same may from time to time be amended, amended and restated, supplemented or otherwise modified, including, without limitation, by any “Joinder Agreement” (as defined therein), the “Bank Credit Agreement”).

5. To secure certain obligations under the Bank Loan Documents (as hereinafter defined), the U.S. Originators and the other U.S. Loan Parties (as hereinafter defined) have each granted to the Bank Agent, for the benefit of the Secured Parties (as hereinafter defined) and pursuant to the Security Agreement (as hereinafter defined), a security interest in certain collateral, including but not limited to certain inventory of the U.S. Originators.

6. It is a condition precedent to the effectiveness of the RPA First Amendment and the Bank Credit Agreement that the parties hereto enter into this Agreement.

7. The parties hereto have agreed to amend and restate the Existing Intercreditor Agreement in its entirety and to enter into this Agreement to set forth provisions regarding the allocation of priorities in, and the enforcement of remedies with respect to, the Purchased Property (as hereinafter defined) and with respect to the Senior Loan Collateral (as hereinafter defined).

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NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following capitalized terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). The term “Agreement” shall mean this Intercreditor Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Bank Claim” means all of the indebtedness, obligations and other liabilities of the Loan Parties arising under, or in connection with, the Bank Loan Documents including, but not limited to, all sums now or hereafter lent or advanced to or for the benefit of the Loan Parties thereunder, any interest thereon, any reimbursement obligations, fees or expenses due thereunder, and any costs of collection or enforcement.

“Bank Collateral” means all property and interests in property now owned or hereafter acquired by any U.S. Originator or other Loan Party in or upon which a security interest, lien or mortgage is granted by any U.S. Originator or other Loan Party to the Bank Agent under any of the Bank Loan Documents.

“Bank Loan Documents” has the meaning ascribed to the term “Loan Documents” in the Bank Credit Agreement.

“Business Day” has the meaning ascribed to such term in the Receivables Purchase Agreement.

“Certificate” has the meaning ascribed to such term in the Receivables Purchase Agreement.

“Claim” means the Bank Claim or the Purchaser Claim, as applicable.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds of such Receivable, including, without limitation, (i) all cash proceeds of the Related Security with respect to such Receivable, and (ii) any Collections of such Receivable deemed to have been received, and actually paid, pursuant to the Receivables Purchase Agreement.

“Company Claim” means all of the indebtedness, obligations and other liabilities of the Seller to any U.S. Originator arising under, or in connection with, the Receivables Contribution and Sale Agreement, including, but not limited to, obligations evidenced by any Subordinated Note, and any costs of collection or enforcement.

“Consent and Agreement” has the meaning ascribed to such term in the Receivables Purchase Agreement.

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“Enforcement” means, collectively or individually, for (i) the Program Agent on behalf of the Purchasers to declare, following the occurrence of an Event of Termination, the “Commitment Termination Date” to have occurred, and to cease the reinvestment of Collections in the purchase of Receivables, under the Receivables Purchase Agreement, or (ii) the Requisite Lenders or the Bank Agent to demand payment in full of or accelerate the indebtedness of any Loan Party under the Bank Loan Documents.

“Enforcement Notice” means a written notice delivered in accordance with Section 2.05 hereof, which notice shall (i) if delivered by the Program Agent, state that the “Commitment Termination Date” has occurred under the Receivables Purchase Agreement following the occurrence of an Event of Termination, specify the nature of such Event of Termination and announce that an Enforcement Period has commenced and (ii) if delivered by the Bank Agent, state that an Event of Default or Event of Termination (as defined in the Bank Credit Agreement) has occurred, specify the nature of such event and announce that an Enforcement Period has commenced.

“Enforcement Period” means the period of time following the receipt by the Bank Agent or the Program Agent of an Enforcement Notice delivered by the other of them until the earliest of the following: (1) the Purchaser Claim has been paid and satisfied in full in cash, in the case of an Enforcement Notice delivered by the Program Agent; (2) the Bank Claim has been paid and satisfied in full in cash, in the case of an Enforcement Notice delivered by the Bank Agent; and (3) the parties hereto agree in writing to terminate the Enforcement Period.

“Event of Default” has the meaning ascribed to such term in the Bank Credit Agreement.

“Event of Termination” has the meaning ascribed to such term in the Receivables Purchase Agreement.

“Fee Letter” has the meaning ascribed to such term in the Receivables Purchase Agreement.

“Loan Parties” has the meaning ascribed to such term in the Bank Credit Agreement.

“Lock-Box Agreement” has the meaning ascribed to such term in the Receivables Purchase Agreement.

“Lock-Box Account” has the meaning ascribed to such term in the Receivables Purchase Agreement.

“Lock-Box Bank” has the meaning ascribed to such term in the Receivables Purchase Agreement.

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“Master Assignment Agreement” has the meaning ascribed to such term in the Receivables Purchase Agreement.

“Obligor” has the meaning ascribed to such term in the Receivables Purchase Agreement.

“Parent Undertaking” means an undertaking, substantially in the form of Exhibit I to the Receivables Purchase Agreement, by the Parent Undertaking Parties in favor of the Program Agent and the other Indemnified Parties (as defined in the Receivables Purchase Agreement), as such undertaking may from time to time be amended, amended and restated, supplemented or otherwise modified.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision of agency thereof.

“Pledged Seller Stock” means any shares of capital stock or other ownership interests in the Seller that are pledged for the benefit of the Loan Parties under the U.S. Pledge Agreement or any other Bank Loan Document.

“Program Documents” means the Receivables Purchase Agreement, the Master Assignment Agreement, the Certificate, the Receivables Contribution and Sale Agreement, the Parent Undertaking, the Subordinated Notes, the Lock-Box Agreements, the Consent and Agreement and the Fee Letter.

“Purchased Property” means (i) the Purchased Receivables and (ii) each Lock-Box Account.

“Purchased Receivables” means now or hereafter existing Receivables, Related Security and Collections in respect thereof and any other proceeds in respect of Related Security, sold or purported to be sold by the U.S. Originators, or any of them, to the Seller under the Receivables Contribution and Sale Agreement.

“Purchaser Claim” means all obligations of the U.S. Originators to the Seller and of the U.S. Originators and the Seller and, so long as Crown USA or any of its Affiliates is the Servicer, the Servicer to the Program Agent and the Purchasers arising under, or in connection with, the Program Documents and of the Obligors arising under the Purchased Receivables, including, but not limited to obligations for Collections received, deemed Collections, yield, interest, indemnifications and fees, costs and expenses thereunder, and any costs of collection or enforcement.

“Receivable” has the meaning ascribed to such term in the Receivables Purchase Agreement.

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“Records” means all Contracts (as defined in the Receivables Purchase Agreement) and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to the Receivables and the related Obligors.

“Related Security” has the meaning ascribed to such term in the Receivables Purchase Agreement.

“Requisite Lenders” has the meaning ascribed to such term in the Bank Credit Agreement.

“Responsible Officer” of any corporation, partnership or other entity means any officer of such corporation, partnership or other entity responsible for the administration of the obligations of such corporation, partnership or other entity in respect of this Agreement.

“Returned Goods” means all right, title and interest of any U.S. Originator or the Seller, as applicable, in and to returned, repossessed or foreclosed goods.

“Returned Goods Lien” has the meaning ascribed to such term in Section 2.01(a).

“Secured Parties” has the meaning ascribed to such term in the Security Agreement.

“Security Agreement” means the U.S. Security Agreement dated as of the date hereof among the U.S. Loan Parties and the Bank Agent, as amended, supplemented or otherwise modified from time to time.

“Senior Loan Collateral” means the portion of Bank Collateral that does not constitute Purchased Property.

“Servicer” means Crown USA and such successor servicer as is designated by the Program Agent as a replacement servicer under Section 6.01 of the Receivables Purchase Agreement.

“Subordinated Note” has the meaning ascribed to such term in the Receivables Contribution and Sale Agreement.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

“Unsold Receivables” means accounts receivable of the Loan Parties other than the Purchased Receivables.

“U.S. Loan Parties” has the meaning ascribed to such term in the Bank Credit Agreement.

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“U.S. Pledge Agreement” has the meaning ascribed to such term in the Bank Credit Agreement.

SECTION 1.02. References to Terms Defined in the Program Documents and the Bank Loan Documents. Whenever in Section 1.01 a term is defined by reference to the meaning ascribed to such term in any of the Program Documents or the Bank Loan Documents, then, unless otherwise specified herein, such term shall have the meaning ascribed to such term in the Program Documents or Bank Loan Document, as the case may be, as in existence on the date hereof, without giving effect to any amendments of such term as may hereafter be agreed to by the parties to such documents, unless such amendments comply with Section 2.16.

ARTICLE 2

INTERCREDITOR PROVISIONS

SECTION 2.01. Priorities with Respect to Purchased Property. (a) Notwithstanding any provision of the UCC or any other applicable law or any of the Bank Loan Documents or the Program Documents, the Bank Agent hereby agrees that, upon the sale or other transfer of an interest in any Receivable by any of the U.S. Originators to the Seller, any lien, claim, encumbrance, security interest or other interest or right acquired by the Bank Agent or any Secured Party in such Receivable and proceeds thereof (other than the proceeds of such sale or other transfer by the U.S. Originators to the Seller) shall automatically and without further action cease and be released and the Bank Agent and the Secured Parties shall have no lien, claim, encumbrance, security interest or other interest or right therein; provided, however, that nothing in this Section 2.01 shall be deemed to constitute a release by the Bank Agent of: (i) its lien on and security interest in the proceeds received by the U.S. Originators from the Seller or to which the U.S. Originators are entitled from the Seller for the sale of the Receivables (including, without limitation, cash payments made by the Seller and any Subordinated Note issued by the Seller in favor of an U.S. Originator, each in connection with such sales); (ii) any lien, claim, encumbrance, security interest or other interest or right the Bank Agent has in any Unsold Receivables and the proceeds thereof, including, without limitation, Collections of Unsold Receivables and Related Security therefor; (iii) any lien, claim, encumbrance, security interest or other interest or right the Bank Agent may have in any Subordinated Note; and (iv) any lien, claim, encumbrance, security interest or other interest or right (collectively, a “Returned Goods Lien”) the Bank Agent may have in any Returned Goods.

(b) All interests of the Purchasers in Returned Goods under the Program Documents shall in all respects be junior and subordinate to any Returned Goods Lien in such Returned Goods, except that during any period in which an Event of Termination under the Receivables Purchase Agreement shall have occurred and be continuing, such Returned Goods Lien shall be junior and subordinate to all interests of the Purchasers under the Program Documents in any Returned Goods which have not been commingled with Senior Loan Collateral. As among the Purchasers on the one hand and the Bank Agent on the other hand, all proceeds of any Returned Goods shall be distributed first to the party whose position is designated as senior in the preceding sentence and second to the party whose position is designated as junior in the preceding sentence.

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(c) The Bank Agent hereby acknowledges that each Subordinated Note is subordinated to the Purchaser Claim pursuant to the terms of the Program Documents.

SECTION 2.02. Respective Interests in Purchased Property and Senior Loan Collateral. Except for all rights of access to and use of Records granted to the Program Agent and the Purchasers pursuant to the Program Documents, the Program Agent agrees that it does not have and shall not have any security interest in, lien upon or interest in the Senior Loan Collateral. Except as otherwise specified in Section 2.01 above, the Bank Agent agrees that it does not have and shall not have any security interest in, lien upon or interest in the Purchased Property.

SECTION 2.03. Distribution of Proceeds. At all times, all proceeds of Senior Loan Collateral and Purchased Property shall be distributed in accordance with the following procedure:

(a) Except as otherwise provided in Section 2.04 or Section 2.01(b), (i) all proceeds of the Senior Loan Collateral shall be paid to the Bank Agent for application on the Bank Claim until such Bank Claim has been paid and satisfied in full in cash, and (ii) any remaining proceeds shall be paid to the appropriate Loan Party or as otherwise required by applicable law.

(b) Except as otherwise provided in Section 2.04 or Section 2.01(b), (i) all proceeds of the Purchased Property shall be paid to the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim until such Purchaser Claim has been paid and satisfied in full in cash, and (ii) any remaining proceeds shall be paid to the Seller or as otherwise required by applicable law, provided, however, that the Seller and each U.S. Originator hereby agrees that, following notice to the Program Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all such remaining proceeds which, pursuant to the Program Documents, are to be paid by the Seller to any U.S. Originator for application against the Company Claim shall be paid directly on behalf of such U.S. Originator to the Bank Agent for application against the Bank Claim before being paid to such U.S. Originator.

SECTION 2.04. Lock-Box Accounts. (a) The Program Agent hereby acknowledges (i) that the U.S. Originators will deliver to the Bank Agent each Subordinated Note as security for the Bank Claim and (ii) that, following notice to the Program Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, the Bank Agent shall be entitled to Collections of Unsold Receivables which may be deposited in the Lock-Box Accounts. The Program Agent agrees, following such notice, to notify (in such form as is provided by the Bank Agent and is reasonably acceptable to the Program Agent) the Lock-Box Banks of the Bank Agent’s interest in and to such Lock-Box Accounts, in order to perfect the Bank Agent’s interest in such Lock-Box Accounts.

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(b) The U.S. Originators, the Seller, the Program Agent and the Bank Agent hereby agree that all Collections or other proceeds received on account of Purchased Property shall be paid or delivered to the Program Agent for application in accordance with the terms of the Receivables Purchase Agreement against the Purchaser Claim and that, following notice from the Bank Agent that an Event of Default has occurred and is continuing under the Bank Loan Documents, all Collections or other proceeds received on account of Unsold Receivables shall be paid or delivered to the Bank Agent for application against the Bank Claim until the same shall have been paid in full in cash. For purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, the parties hereto agree as follows:

(i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables.

(ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the U.S. Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent in each case that such Receivable or portion thereof is not in dispute.

(c) The Program Agent agrees that it will not cause the Servicer to be replaced by a successor servicer unless such successor servicer has acknowledged the terms of this Agreement and agreed to be bound hereby.

SECTION 2.05. Enforcement Actions. (a) Each of the Bank Agent and the Program Agent agrees to use reasonable efforts to give an Enforcement Notice to the Program Agent and the Bank Agent, respectively, prior to commencement of Enforcement and further agrees that during the period, if any, between the giving of such Enforcement Notice and the commencement of Enforcement thereunder, the party receiving such notice shall have the right (but not the obligation) to cure the Event of Default or Event of Termination which has occurred under the Bank Loan Documents or the Program Documents, respectively, and to which such Enforcement Notice relates. Subject to the foregoing, the parties hereto agree that during an Enforcement Period:

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(i) Subject to any applicable restrictions in the Program Documents, the Program Agent may take any action to liquidate the Purchased Property or to foreclose or realize upon or enforce any of the rights of the Program Agent or the Purchasers with respect to the Purchased Property without the prior written consent of the Bank Agent, any Secured Party or any other party hereto; provided, however, that with respect to Returned Goods the Program Agent shall not take any action to foreclose or realize upon or to enforce any rights it may have with respect to the Senior Loan Collateral or any Purchased Property constituting Returned Goods in which the Program Agent or the Purchasers then have an interest junior and subordinate to a Returned Goods Lien without the prior written consent of the Bank Agent, unless the Bank Claim shall have been first paid and satisfied in full in cash.

(ii) Subject to any applicable restrictions in the Bank Loan Documents and to Section 2.05(b), the Bank Agent may, at its option and without the prior written consent of the other parties hereto, take any action to accelerate payment of the Bank Claim and to foreclose or realize upon or enforce any of its rights with respect to (A) the Senior Loan Collateral and (B) any Purchased Property constituting Returned Goods in which the Program Agent or the Purchasers then have an interest junior and subordinate to a Returned Goods Lien; provided, however, that the Bank Agent shall not otherwise take any action to foreclose or realize upon or to enforce any rights it may have with respect to any of the Purchased Property (other than such Returned Goods) or any Senior Loan Collateral constituting Returned Goods in which a Returned Goods Lien is junior and subordinate to an interest of the Program Agent or the Purchasers in such Returned Goods without the Program Agent’s prior written consent unless the Purchaser Claim shall have been first paid and satisfied in full and the Bank Agent shall apply proceeds of any Purchased Property consisting of Returned Goods as provided in Section 2.01(b) above.

(b) Notwithstanding any provision of the UCC or any other applicable law or any of the Bank Loan Documents, the Bank Agent hereby agrees that it will not take any action to enforce any of its rights, powers or remedies arising under the U.S. Pledge Agreement with respect to the Pledged Seller Stock until such time as the Purchaser Claim has been paid and satisfied in full in cash.

SECTION 2.06. Access to and Use of Collateral. The Program Agent and the Bank Agent hereby agree that, notwithstanding the priorities set forth in this Agreement, the Program Agent and the Bank Agent shall have the following rights of access to and use of the Purchased Property and the Senior Loan Collateral, respectively:

(a) Subject to any applicable restrictions in the Program Documents, the Program Agent may enter one or more premises of any Parent Undertaking Party, any U.S. Originator or the Seller, whether leased or owned, at any time during reasonable business hours, without force or process of law and without obligation to pay rent or compensation to any Parent Undertaking Party, any U.S. Originator, the Seller or the

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Bank Agent, whether before, during or after an Enforcement Period, and may have access to and use of all Records located thereon and may have access to and use of any other property to which such access and use are granted under the Program Documents, in each case provided that such use is for any purpose permitted under the Program Documents or for the purposes of enforcing the rights of the Program Agent and the Purchasers with respect to the Purchased Property.

(b) Subject to any applicable restrictions in the Bank Loan Documents and any Subordinated Note, the Bank Agent may enter one or more premises of any Parent Undertaking Party or any U.S. Originator, whether leased or owned, at any time during reasonable business hours, without force or process of law and without obligation to pay rent or compensation to any Parent Undertaking Party, any U.S. Originator or the Program Agent, whether before, during or after an Enforcement Period, and may have access to and use of all Records located thereon, provided that such use is for any purpose permitted under the Bank Loan Documents or for the purposes of enforcing the Bank Agent’s rights (i) with respect to the Senior Loan Collateral and (ii) subject to the limits provided in Section 2.01 above, with respect to the Purchased Property.

SECTION 2.07. Notice of Defaults. The Bank Agent agrees to use reasonable efforts to give to the Program Agent copies of any notice sent to any Parent Undertaking Party or any U.S. Originator with respect to the occurrence or existence of an Event of Default which continues for a period of thirty (30) consecutive Business Days without there being in effect a waiver thereof or an agreement forbearing from the exercise of remedies duly executed by the parties required to do so under the applicable Bank Loan Documents. The Program Agent agrees to use reasonable efforts to give to the Bank Agent copies of any notice sent to any Parent Undertaking Party, any U.S. Originator or the Seller with respect to the occurrence or existence of an Event of Termination which continues for any period of thirty (30) consecutive Business Days without there being in effect a waiver thereof or an agreement forbearing from the exercise of remedies duly executed by the parties required to do so under the applicable Program Documents. Notwithstanding the foregoing, any failure by any party hereto to give such notice shall not create a cause of action against any party failing to give such notice or create any claim or right on behalf of any third party. In each of the above cases, the party receiving such notice shall have the right (but not the obligation) to cure the Event of Default or Event of Termination, as the case may be, which gave rise to the sending of such notice.

SECTION 2.08. Agency for Perfection. The Program Agent and the Bank Agent hereby appoint each other as agent for purposes of perfecting by possession their respective security interests and ownership interests and liens on the Senior Loan Collateral (which may include the Subordinated Notes) and Purchased Property. In the event that the Program Agent obtains possession of any of the Senior Loan Collateral (to the extent that the Program Agent has been given written notice that such collateral is Senior Loan Collateral, or a Responsible Officer of the Program Agent has knowledge that such collateral constitutes Senior Loan Collateral), the Program Agent shall notify the Bank Agent of such fact, shall hold such Senior Loan Collateral in trust and, subject to Section 2.01(b) and Section 2.03, shall deliver such Senior Loan

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Collateral to the Bank Agent upon request. In the event that the Bank Agent obtains possession of any of the Purchased Property, the Bank Agent shall notify in writing the Program Agent of such fact, shall hold such Purchased Property in trust and, subject to Section 2.01(b), shall deliver such Purchased Property to the Program Agent upon request.

SECTION 2.09. UCC Notices. In the event that any party hereto shall be required by the UCC or any other applicable law to give notice to the other of intended disposition of Purchased Property or Senior Loan Collateral, respectively, such notice shall be given in accordance with Section 3.01 hereof and ten (10) days’ notice shall be deemed to be commercially reasonable.

SECTION 2.10. Independent Credit Investigations. None of the Program Agent or the Bank Agent or any of their respective directors, officers, agent or employees shall be responsible to the other or to any person, firm or corporation for the solvency or financial condition of the Parent Undertaking Parties, the U.S. Originators, the Seller or any Obligor or the ability of the Parent Undertaking Parties, the U.S. Originators, the Seller or any Obligor to repay the Purchaser Claim or the Bank Claim, or for the worth of the Purchased Property or the Senior Loan Collateral, or for statements of any of the Parent Undertaking Parties, the U.S. Originators or the Seller, oral or written, or for the validity, perfection, priority, sufficiency or enforceability of the Purchaser Claim, the Bank Claim, the Program Documents, the Bank Loan Documents, the Program Agent’s and the Purchaser’s interests in the Purchased Property or the Bank Agent’s interest in the Senior Loan Collateral or any other collateral. The Bank Agent and the Program Agent have entered into their respective agreements with the Parent Undertaking Parties, the U.S. Originators or the Seller, as applicable, based upon their own independent investigations. Neither the Bank Agent nor the Program Agent makes any warranty or representation to the other nor does it rely upon any representation of the other with respect to matters identified or referred to in this Section 2.10.

SECTION 2.11. Limitation on Liability of Parties to Each Other. Except as provided in this Agreement, the Bank Agent shall have no liability to the Program Agent, and the Program Agent shall have no liability to the Bank Agent, except in each case for liability arising from the gross negligence or willful misconduct of such party or its representatives.

SECTION 2.12. Marshalling of Assets. Subject to Section 2.05(b), nothing in this Agreement will be deemed to require either the Program Agent or the Bank Agent (i) to proceed against certain property securing any or all of the Bank Claim or the Purchaser Claim prior to proceeding against other property securing any such Claim or (ii) to marshal the Senior Loan Collateral or the Purchased Property (as applicable) upon the enforcement of the Bank Agent’s or the Program Agent’s rights or remedies under the Bank Loan Documents or Program Documents, as applicable.

SECTION 2.13. Relative Rights of Purchasers and Secured Parties as Among Themselves. The relative rights of the Purchasers, each as against the other, with respect to the exercise of the rights and the receipt of the benefits granted by and to the Program Agent

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hereunder shall be determined by mutual agreement among such parties in accordance with the terms of the Program Documents. Each of the parties hereto (other than the Program Agent) shall be entitled to rely on the power and authority of the Program Agent to act on behalf of all of the Purchasers. The relative rights of the Secured Parties, each as against the other, with respect to the exercise of the rights and the receipt of the benefits granted by and to the Bank Agent shall be determined by mutual agreement among the parties in accordance with the terms of the Bank Loan Documents. Each of the parties hereto (other than the Bank Agent) shall be entitled to rely conclusively on the power and authority of the Bank Agent to act on behalf of all of the Secured Parties.

SECTION 2.14. Effect upon Bank Loan Documents and Program Documents. By executing this Agreement, the Parent Undertaking Parties, the U.S. Originators and the Seller agree to be bound by the provisions hereof (i) as they relate to the relative rights of the Bank Agent with respect to the property of the Parent Undertaking Parties and the U.S. Originators and (ii) as they relate to the relative rights of the U.S. Originators and the Program Agent as creditors of the Seller. Each of the U.S. Originators and the Seller acknowledges that the provisions of this Agreement shall not give the Parent Undertaking Parties, the U.S. Originators or the Seller any substantive rights as against any other Person and that nothing in this Agreement shall amend, modify, change or supersede the terms of (x) the Bank Loan Documents as between the Loan Parties, the Bank Agent and the Secured Parties or (y) the Program Documents as among the Parent Undertaking Parties, the U.S. Originators, the Seller, the Purchasers, the Program Agent and the Lock-Box Banks. The Bank Agent hereby approves in form and substance the terms of the Program Documents (including as the same may be amended or amended and restated substantially in accordance with draft documents provided to the Bank Agent on or prior to the date hereof) and the transactions contemplated thereby and hereby consents to the execution, delivery and performance by each Parent Undertaking Party, each U.S. Originator and the Seller of such Program Documents (including as so amended or amended and restated). Notwithstanding the foregoing, the Bank Agent, on the one hand, and the Program Agent, on the other hand agree, that, as between themselves, to the extent the terms and provisions of the Bank Loan Documents or the Program Documents are inconsistent with the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control.

SECTION 2.15. Accountings. To the extent not provided by the Parent Undertaking Parties or the U.S. Originators, (a) the Bank Agent agrees to render accounts of the Bank Claim to the Program Agent upon request, including but not limited to giving effect to the application of proceeds of any collateral as hereinbefore provided, and (b) the Program Agent agrees to render statements to the Bank Agent upon request, which statements shall identify in reasonable detail the Purchased Receivables and shall render an account of the Purchaser Claim, giving effect to the application of proceeds of Purchased Property as hereinbefore provided.

SECTION 2.16. Further Assurances. Each of the parties hereto agrees (i) to take such actions as may be reasonably requested by any other party, whether before, during or after an Enforcement Period, in order to effect the rules of distribution and allocation set forth above in this Article 2 and (ii) not to amend the Bank Loan Documents or the Program Documents, as applicable, in any manner which would materially alter such rules of distribution and allocation set forth herein.

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ARTICLE 3

MISCELLANEOUS

SECTION 3.01. Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telex and facsimile communication) and shall be personally delivered or sent by certified mail, postage prepaid, or overnight courier or facsimile, to the intended party at the address or facsimile number of such party set forth below or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective (a) if personally delivered, when received, (b) if sent by certified mail, four Business Days after having been deposited in the mail, postage prepaid, (c) if sent by overnight courier, two Business Days after having been given to such courier, unless sooner received by the addressee and (d) if transmitted by facsimile, when sent, upon receipt confirmed by telephone or electronic means. Notices and communications sent hereunder on a day that is not a Business Day shall be deemed to have been sent on the following Business Day.

If to the Program Agent:

Citibank, N.A.

388 Greenwich Street, 19^th Floor

New York, New York 10013

Attention: Miles D. McManus

Telephone No.: (212) 816-2372

Telecopier No.: (212) 816-2613

If to the Seller:

Crown Cork & Seal Receivables (DE) Corporation

919 Market Street

Wilmington, DE 19801

Attention: Michael B. Burns, Vice President and Treasurer

Telephone No.: (215) 698-5036

Telecopier No.: (215) 676-6011

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If to any U.S. Originator, addressed to such Person at:

c/o Crown Cork & Seal USA, Inc.

One Crown Way

Philadelphia, PA 19154

Attention: Michael B. Burns, Vice President and Treasurer

Telephone No.: (215) 698-5036

Telecopier No.: (215) 676-6011

If to any Parent Undertaking Party, addressed to such Person at:

c/o Crown Holdings, Inc.

One Crown Way

Philadelphia, PA 19154

Attention: Michael B. Burns, Vice President and Treasurer

Telephone No.: (215) 698-5036

Telecopier No.: (215) 676-6011

If to the Bank Agent:

Citicorp North America, Inc.

Two Penns Way, Suite 200

New Castle, DE 19720

Attention: Tara Wooster

Telecopier No.: (212) 994-0961

With a copy to:

Citicorp North America, Inc.

388 Greenwich Street

New York, NY 10013

Attention: William Martens

Telecopier No.: (212) 816-5711

Except as otherwise expressly required by this Agreement, no notice shall be required to be given to any Secured Party under any Bank Loan Document, other than to Citicorp North America, Inc., as Bank Agent.

SECTION 3.02. Agreement Absolute. The Program Agent and the Purchasers shall be deemed to have entered into the Program Documents in express reliance upon this Agreement. The Bank Agent and the Secured Parties shall be deemed to have entered into the Bank Loan Documents in express reliance upon this Agreement. This Agreement shall be and remain absolute and unconditional under any and all circumstances, and no acts or omissions on the part of any other party to this Agreement shall affect or impair the agreement of any party to

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this Agreement, unless otherwise agreed to in writing by all of the parties hereto. This Agreement shall be applicable both before and after the filing of any petition by or against any Parent Undertaking Party, any U.S. Originator or the Seller under the Bankruptcy Code and all references herein to any Parent Undertaking Party, any U.S. Originator or the Seller shall be deemed to apply to a debtor-in-possession for such party and all allocations of payments among the parties hereto shall, subject to any court order to the contrary, continue to be made after the filing of such petition on the same basis that the payments were to be applied prior to the date of the petition.

SECTION 3.03. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. The successors and assigns for the Parent Undertaking Parties, the U.S. Originators and the Seller shall include a debtor-in-possession or trustee of or for such party. The successors and assigns for the Bank Agent or the Program Agent, as the case may be, shall include any successor Bank Agent or Program Agent, as the case may be, appointed under the terms of the Bank Loan Documents or the Program Documents, as applicable. Each of the Bank Agent and the Program Agent, as the case may be, agrees not to transfer any interest it may have in the Bank Loan Documents or the Program Documents, as the case may be, unless such transferee has been notified of the existence of this Agreement and has agreed to be bound hereby.

SECTION 3.04. Third-Party Beneficiaries. The terms and provisions of this Agreement shall be for the sole benefit of the parties hereto, the Purchasers and the Secured Parties and their respective successors and assigns and no other Person shall have any right, benefit or priority by reason of this Agreement.

SECTION 3.05. Amendments, Etc. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by all the parties hereto, and any such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 3.06. Section Titles. The article and section headings contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

SECTION 3.07. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 3.08. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

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SECTION 3.09. Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 3.10. Submission to Jurisdiction. (i) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the Bank Loan Documents or Program Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or any of the Bank Loan Documents or Program Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any Bank Loan Documents or Program Documents to which it is a party in the courts of any jurisdiction.

(ii) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the Bank Loan Documents or Program Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 3.11. Consent to Service of Process. Each party to this Agreement irrevocably consents to service of process by personal delivery, certified mail, postage prepaid or overnight courier. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 3.12. Waiver of Jury Trial. Each party to this Agreement waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under or relating to this Agreement or any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith or arising from any course of conduct, course of dealing, statements (whether oral or written), actions of any of the parties hereto or any other relationship existing in connection with this Agreement, and agrees that any such action or proceeding shall be tried before a court and not before a jury.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CITIBANK, N.A., as Program Agent
By:	/S/    MILES D. MCMANUS
	Miles D. McManus
	Vice President and Director

Signature Page

to

Crown Holdings Second Amended and Restated Intercreditor Agreement

CROWN HOLDINGS, INC.		CROWN INTERNATIONAL HOLDINGS, INC.
By:	/S/    MICHAEL B. BURNS	By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns	Name:	Michael B. Burns
Title:	Vice President and Treasurer	Title:	Vice President and Treasurer
CROWN CORK & SEAL COMPANY, INC.		CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION
By:	/S/    MICHAEL B. BURNS	By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns	Name:	Michael B. Burns
Title:	Vice President and Treasurer	Title:	Vice President and Treasurer
CROWN CORK & SEAL USA, INC. (formerly known as Crown Cork & Seal Company (USA), Inc.)		CROWN RISDON USA, Inc. (formerly known as Risdon-AMS (USA), Inc.)
By:	/S/    MICHAEL B. BURNS	By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns	Name:	Michael B. Burns
Title:	Assistant Treasurer	Title:	Assistant Treasurer
CROWN ZELLER USA, INC. (formerly known as Zeller Plastik, Inc.)
By:	/S/    MICHAEL B. BURNS
Name:	Michael B. Burns
Title:	Assistant Treasurer

Signature Page

to

Crown Holdings Second Amended and Restated Intercreditor Agreement

CITICORP NORTH AMERICA, INC., as Bank Agent
By:	/S/    MYLES KASSIN
Name:	Myles Kassin
Title:	Vice President

Signature Page

to

Crown Holdings Second Amended and Restated Intercreditor Agreement

SECOND AMENDED AND RESTATED

INTERCREDITOR AGREEMENT

Dated as of September 1, 2004

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, INC.

CROWN RISDON USA, INC.

CROWN ZELLER USA, INC.

CITICORP NORTH AMERICA, INC., as Bank Agent

TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS
SECTION 1.01. Defined Terms	3
SECTION 1.02. References to Terms Defined in the Program Documents and the Bank Loan Documents	7
ARTICLE 2 INTERCREDITOR PROVISIONS
SECTION 2.01. Priorities with Respect to Purchased Property	7
SECTION 2.02. Respective Interests in Purchased Property and Senior Loan Collateral	8
SECTION 2.03. Distribution of Proceeds	8
SECTION 2.04. Lock-Box Accounts	8
SECTION 2.05. Enforcement Actions	9
SECTION 2.06. Access to and Use of Collateral	10
SECTION 2.07. Notice of Defaults	11
SECTION 2.08. Agency for Perfection	11
SECTION 2.09. UCC Notices	12
SECTION 2.10. Independent Credit Investigations	12
SECTION 2.11. Limitation on Liability of Parties to Each Other	12
SECTION 2.12. Marshalling of Assets	12
SECTION 2.13. Relative Rights of Purchasers and Secured Parties as Among Themselves	12
SECTION 2.14. Effect upon Bank Loan Documents and Program Documents	13
SECTION 2.15. Accountings	13
SECTION 2.16. Further Assurances	13

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ARTICLE 3 MISCELLANEOUS
SECTION 3.01. Notices	14
SECTION 3.02. Agreement Absolute	15
SECTION 3.03. Successors and Assigns	16
SECTION 3.04. Third–Party Beneficiaries	16
SECTION 3.05. Amendments, Etc	16
SECTION 3.06. Section Titles	16
SECTION 3.07. Severability	16
SECTION 3.08. Execution in Counterparts	16
SECTION 3.09. Governing Law	17
SECTION 3.10. Submission to Jurisdiction	17
SECTION 3.11. Consent to Service of Process	17
SECTION 3.12. Waiver of Jury Trial	17

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EX-10.E

Exhibit 10.e

EXECUTION COPY

CROWN HOLDINGS, INC.

ISSUANCE BY

CROWN EUROPEAN HOLDINGS SA

OF

€350,000,000 6 ¹/4% First Priority Senior Secured Notes due 2011

Purchase Agreement

New York, New York

August 11, 2004

Citigroup Global Markets Inc.

Lehman Brothers Inc.

As Representatives of the several Initial

Purchasers named in Schedule I hereto

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

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 Notes, the “Securities”) provided for in the Indenture. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 17 hereof.

Holders of the Securities will also have the benefit of a registration rights agreement to be dated as of September 1, 2004 (the “Registration Rights Agreement”) among the Issuers and the Initial Purchasers. Pursuant to the Registration Rights Agreement, the Issuers will agree to register the Securities under the Act subject to the terms and conditions therein specified.

Pursuant to the Security Documents (as defined in the Indenture), which include the Intercreditor Agreements (as defined in the Indenture), the Securities will be secured by a first priority lien on the Collateral (as defined in the Indenture), subject to certain exceptions and otherwise in accordance with the terms of the Indenture and the Security Documents and as described in the Final Memorandum (as defined below); provided that, to the extent applicable French, German or other applicable law does not recognize the concept of first, second or third priority liens with respect to the assets securing the Notes located in France, Germany or any other country, the Security Documents will provide that holders of Notes and other creditors secured by a lien over such assets will have pari passu security interests as a matter of applicable law, the order of priority among the holders of Notes and such other creditors being determined pursuant to the Euro Intercreditor Agreement (as defined in the Indenture). In addition, the Trustee, on behalf of the holders of the Securities, will enter into the Proceeds Sharing Agreement (as defined in the Indenture).

The Securities are being issued in connection with the refinancing plan of Holdings, as described in the Final Memorandum (the “Refinancing Plan”). In connection with the Refinancing Plan, the Company, Crown Americas, Inc., a Pennsylvania corporation (“Crown Americas” and, together with the Company, the “Borrowers”) and the guarantors party thereto will either (x) enter into a new credit agreement to be dated as of September 1, 2004 (the “New Credit Facility”) which will provide for (I) a $125 million term loan B maturing in 2011 and (II) the revolving credit facilities and letter of credit facility described in the Preliminary Memorandum under the heading “Description of Other Indebtedness—New Credit Facilities” or (y) amend and restate its existing senior secured credit facilities to repay the entire amount of the term loan borrowings thereunder, incur $125 million of new term loan B borrowings thereunder maturing in 2011 and to otherwise permit the transactions (the “Amended and Restated Credit Facility”), in each case, as to be described in the Final Memorandum. This Agreement, the Securities, the Indenture, the Registration Rights Agreement, the Security Documents, the Proceeds Sharing Agreement and the agreements and instruments to which Holdings or any of its subsidiaries is a signatory relating to the New Credit Facility or the Amended and Restated Credit Facility, as applicable, collectively are referred to herein as the “Transaction Documents”.

The sale of the Securities to the Initial Purchasers will be made without registration of the Securities under the Act in reliance upon exemptions from the registration requirements of the Act.

In connection with the sale of the Securities, the Issuers have prepared a preliminary offering memorandum dated August 6, 2004 (as amended or supplemented at the Execution Time, including any and all exhibits thereto and any information incorporated by reference therein, the “Preliminary Memorandum”) and a final offering memorandum to be dated August 11, 2004 (as amended or supplemented at the Execution Time, including any and all exhibits thereto and any information incorporated by reference therein, the “Final Memorandum”). Each of the Preliminary Memorandum and the Final Memorandum sets forth certain information concerning the Issuers and the Securities. The Issuers hereby confirm that they have authorized the use of the Preliminary Memorandum and the Final Memorandum, and

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any amendment or supplement thereto, in connection with the offer and sale of the Securities by the Initial Purchasers. Unless stated to the contrary, any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Memorandum shall be deemed to refer to and include any information filed under the Exchange Act which is incorporated by reference therein.

1. Representations and Warranties. The Issuers, jointly and severally, represent and warrant to each Initial Purchaser as set forth below in this Section 1.

(a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Execution Time and on the Closing Date (as defined below), the Final Memorandum did not, and will not (and any amendment or supplement thereto, at the date thereof and at the Closing Date, will not), contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Issuers make no representation or warranty as to the information contained in or omitted from the Preliminary Memorandum or the Final Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Issuers by or on behalf of the Initial Purchasers specifically for inclusion therein.

(b) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them (other than the Initial Purchasers as to which the Issuers make no representation or warranty), has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of the Securities under the Act. Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 4 of this Agreement, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers or the initial resale of the Securities by the Initial Purchasers, in each case, in the manner contemplated by this Agreement, to register any of the Securities under the Act or to qualify the Indenture under the Trust Indenture Act.

(c) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them (other than the Initial Purchasers as to which the Issuers make no representation or warranty), has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States.

(d) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.

(e) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them (other than the Initial Purchasers as to which the Issuers make no representation or warranty), has engaged in any “directed selling efforts” with respect to the Securities, and each of the Issuers and their respective Affiliates has complied with the “offering restrictions” requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S.

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(f) No securities of any of the Issuers are of the same class (within the meaning of Rule 144A under the Act) as any of the Securities and listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

(g) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities), will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System.

(h) Application will be made prior to the Closing Date to list the Notes on the Luxembourg Stock Exchange. The Issuers will use their best efforts to have the Notes approved for trading on the Luxembourg Stock Exchange.

(i) None of the Issuers or their respective subsidiaries is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum none of them will be, required to register as an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act.

(j) Holdings is subject to the reporting requirements of, and has timely filed all material required to be filed by it pursuant to, Section 13 or Section 15(d) of the Exchange Act.

(k) None of the Issuers or their respective Affiliates has paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of any of them (except as contemplated by this Agreement).

(l) None of the Issuers or their respective Affiliates has taken, directly or indirectly, any action designed to cause or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in the stabilization or manipulation of the price of any security of any of them to facilitate the sale or resale of the Securities.

(m) The information to be provided by the Issuers pursuant to Section 5(h) hereof will not, at the date thereof, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(n) The statements set forth or referenced under the headings “Crown’s Business—Legal Proceedings”, “Description of Certain Indebtedness”, “Description of the Notes”, “Registered Exchange Offer; Registration Rights” and “Certain Tax Considerations” in the Final Memorandum fairly summarize the matters therein described.

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(o) The statistical and market-related data included in the Final Memorandum are based on or derived from sources which Holdings believes to be reliable and accurate in all material respects.

(p) There are no contracts, agreements or other documents or pending legal or governmental proceedings to which any of the Issuers or their respective subsidiaries is a party or any property of any of the Issuers or their respective subsidiaries is subject that would be required to be described in a prospectus under the Act that have not been described in the Final Memorandum (exclusive of any amendment or supplement thereto). The contracts, agreements and other documents so described in the Final Memorandum are in full force and effect on the date of this Agreement. None of the Issuers or their respective subsidiaries or, to the knowledge of any Issuer, any other party is in breach of or default under any such contracts, agreements or other documents, other than a breach or default that would not reasonably be expected to have a material adverse effect on (i) the issue and sale of the Securities or the consummation of the other transactions contemplated by the Transaction Documents or of the Refinancing Plan or (ii) the condition (financial or otherwise), prospects, earnings, business or properties of the Company, individually, or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (“Material Adverse Effect”).

(q) Holdings and each of its subsidiaries has been duly organized and is validly existing as a corporation or other legal entity in good standing under the laws of the jurisdiction in which it is organized, with full corporate or other statutory power and authority to own or lease, as the case may be, and operate its properties and conduct its business as described in the Final Memorandum. Holdings and each of its subsidiaries is duly qualified to do business as a foreign corporation or other legal entity and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to do so qualify or be in good standing would not reasonably be expected to result in a Material Adverse Effect.

(r) Holdings does not have any material subsidiaries other than (i) the Company, (ii) the other Guarantors and (iii) the subsidiaries listed on Schedule III hereto. All the outstanding shares of capital stock of each subsidiary of Holdings have been duly and validly authorized and issued and are fully paid and, where applicable, nonassessable, and, except as set forth on Schedule III hereto or as otherwise set forth in the Final Memorandum, all outstanding shares of capital stock of such subsidiaries are owned by Holdings, either directly or through wholly owned subsidiaries, free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, except for any such perfected security interests, or other security interests, claims, liens or encumbrances described in the Final Memorandum or that would not reasonably be expected to result in a Material Adverse Effect or an Event of Default (as defined in the Indenture).

(s) Holdings’ capitalization is as set forth in the “Actual” column of the table set forth under the heading “Capitalization” in the Final Memorandum. On the Closing Date, Holdings’ capitalization will be consistent in all material respects with the “As Adjusted” column of the table set forth under the heading “Capitalization” in the Final Memorandum.

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(t) This Agreement has been duly authorized, executed and delivered by each of the Issuers and, assuming the due authorization, execution and delivery thereof by the Initial Purchasers, constitutes the legal, valid and binding obligation of each of the Issuers, enforceable against each of the Issuers in accordance with its terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity).

(u) The Indenture has been duly authorized by each of the Issuers and, assuming the due authorization, execution and delivery thereof by the Trustee, when executed and delivered by each of the Issuers, will constitute the legal, valid and binding instrument of each of the Issuers, enforceable against each of the Issuers in accordance with its terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity). The Indenture meets the requirements for qualification under the Trust Indenture Act.

(v) The Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms hereof, will have been duly executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity).

(w) The Note Guarantees have been duly authorized by the Guarantors and, when the Notes have been executed in accordance with the provisions of the Indenture, will have been duly executed and delivered by the Guarantors and will constitute legal, valid and binding obligations of the Guarantors, entitled to the benefits of the Indenture and enforceable against the Guarantors in accordance with their terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity).

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(x) The Registration Rights Agreement has been duly authorized by each of the Issuers and, assuming the due authorization, execution and delivery thereof by the Initial Purchasers, when executed and delivered by each of the Issuers, will constitute the legal, valid and binding obligation of each of the Issuers, enforceable against each of the Issuers in accordance with its terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity).

(y) No holder of securities of any of the Issuers will be entitled to have such securities registered under the registration statements required to be filed by the Issuers pursuant to the Registration Rights Agreement other than as expressly permitted thereby.

(z) Each of the Intercreditor Agreements has been duly authorized by the Issuers party thereto and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, when executed and delivered by each such Issuer, will constitute legal, valid and binding obligations of each such Issuer, enforceable against each such Issuer in accordance with its terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity).

(aa) Each of the other Security Documents has been duly authorized by the Issuers party thereto and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, when executed and delivered by each such Issuer, will constitute legal, valid and binding obligations of each such Issuer, enforceable against each such Issuer in accordance with its terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity).

(bb) The Security Documents, once executed and delivered, will create, in favor of the Trustee for the benefit of the Trustee and the holders of the Notes, a valid and enforceable, and upon the filing or recording of the appropriate financing statements, mortgages, the Security Documents, any required notices and similar instruments with the appropriate governmental authorities (and the payment of the appropriate filing or recording fees and any applicable taxes) and the delivery of the applicable documents to the Collateral Agent (as defined in the Indenture) in accordance with the provisions of the

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Security Documents, a perfected security interest in all Collateral, superior to and prior to the Liens (as defined in the Indenture) of all third persons other than the Liens securing Holdings’ and its subsidiaries obligations with the New Credit Facility or the Amended and Restated Credit Facility, as applicable, and pari passu with the Liens securing the New Credit Facility or the Amended and Restated Credit Facility, as applicable, and subject to no other Liens other than Permitted Collateral Liens (as defined in the Indenture), it being understood that for French, German and other non-U.S. assets secured by a Lien, the holders of the Notes will have their priority on the Liens over such assets effectively enforced pursuant to the Euro Intercreditor Agreement.

(cc) Each other Transaction Document has been duly authorized by each Issuer a party thereto and, assuming the due authorization, execution and delivery thereof by the other parties thereto, when executed and delivered by each such Issuer will constitute the legal, valid and binding obligation of each such Issuer, enforceable against each such Issuer in accordance with its terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity).

(dd) The documents (or portions thereof) incorporated by reference in the Final Memorandum, when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(ee) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated by any of the Transaction Documents or otherwise in connection with the Refinancing Plan, except (i) in the case of compliance with the terms of the Registration Rights Agreement such as will be obtained under the Act and the Trust Indenture Act, (ii) such as may be required under the blue sky laws of any state in connection with the purchase and distribution of the Securities by the Initial Purchasers in the manner contemplated herein and in the Final Memorandum and the Registration Rights Agreement and (iii) such filings and recordings with governmental authorities as may be required to record or perfect liens under the Security Documents, and except where the failure to obtain the same would not reasonably be expected to have a Material Adverse Effect.

(ff) None of the execution and delivery by any of the Issuers party thereto of any of the Transaction Documents, the issue and sale of the Securities, the consummation of the other transactions contemplated by the Transaction Documents or of the Refinancing Plan will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Issuers or their

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respective subsidiaries pursuant to (i) the organizational documents of Holdings or any of its subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which Holdings or any of its subsidiaries is a party or bound or to which any property or assets of Holdings or any of its subsidiaries is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to Holdings or any of its subsidiaries or any property or assets of Holdings or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over Holdings or any of its subsidiaries or property or assets of any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, as would not reasonably be expected to have a Material Adverse Effect or to materially adversely affect the rights of the holders of the Securities or of the Initial Purchasers under the Transaction Documents.

(gg) The consolidated historical financial statements and schedules of Holdings and its consolidated subsidiaries included in the Final Memorandum present fairly in all material respects the financial condition, results of operations and cash flows of Holdings and its consolidated subsidiaries as of the dates and for the periods indicated, comply as to form in all material respects with the applicable requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The selected historical financial data set forth under the caption “Selected Historical Financial Data” in the Final Memorandum comply as to form in all material respects with the applicable requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary historical financial data set forth under the caption “Summary—Summary Historical and Pro Forma Consolidated Condensed Financial Data” in the Final Memorandum fairly present, on the basis stated in the Final Memorandum, the information included therein. The pro forma financial data included in the Final Memorandum include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical amounts in the pro forma financial data included in the Final Memorandum. The pro forma adjustments have been properly applied to the historical amounts in the compilation of such data.

(hh) Other than as set forth in the Final Memorandum, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Holdings or any of its subsidiaries or any property or assets of Holdings or any of its subsidiaries is pending or, to the knowledge of Holdings, threatened that would reasonably be expected to have a Material Adverse Effect.

(ii) Holdings and each of its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted. Holdings and each of its subsidiaries has good and marketable title to, or valid leasehold interests in, or easements or other limited property interests in, or is licensed to use, all its material

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properties and assets, except for minor defects that do not interfere with its ability to conduct its business as currently conducted or utilize such properties and assets for their intended purposes, and except where failure to have such title, leasehold interests, easements or other limited property interests or licenses to use, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All material properties and assets of Holdings and its subsidiaries are free and clear of all liens, charges, encumbrances or restrictions, except (i) in the case of any such material properties and assets that constitute Collateral, Permitted Collateral Liens (as defined in the Indenture) and (ii) in the case of any such material properties and assets that do not constitute Collateral, Permitted Liens (as defined in the Indenture). Each of the Issuers and their respective subsidiaries has good and marketable title to all personal property it purports to own (including, without limitation, all Collateral), except (i) in the case of any such material personal property that constitutes Collateral, Permitted Collateral Liens and (ii) in the case of any such material personal property that does not constitute Collateral, Permitted Liens. None of Holdings or its subsidiaries has any real property, personal property or other assets that would constitute Collateral under the Security Documents that will not constitute Collateral under the Security Documents as of the Closing Date.

(jj) None of the Issuers has received any written notice, or has any knowledge, of any existing or contemplated condemnation proceeding affecting all or any portion of the material real property, material fixtures and leasehold estates in real property or fixtures that constitutes Collateral under the Security Documents (the “Mortgaged Property”) that remains unresolved, or of any sale or disposition thereof in lieu of condemnation.

(kk) Neither Holdings nor any of its subsidiaries is in violation or default of (i) any provision of its organizational documents; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property or assets is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to it or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over it or any such subsidiaries or any of their respective property or assets, except, in the case of clauses (ii) and (iii) above, for any such violation or default which would not reasonably be expected to have a Material Adverse Effect.

(ll) PricewaterhouseCoopers LLP, who have certified certain financial statements of Holdings and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements and schedules included in the Final Memorandum, are independent public accountants with respect to Holdings within the meaning of the Act and the Exchange Act and the related published rules and regulations thereunder.

(mm) Holdings and each of its subsidiaries has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect). Holdings and each of its subsidiaries has paid all taxes

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required to be paid by it as shown in such return and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is being contested in good faith or as would not reasonably be expected to have a Material Adverse Effect.

(nn) No labor problem or dispute with the employees of Holdings or any of its subsidiaries exists or is threatened or imminent, and there is no existing or imminent labor disturbance or collective bargaining activities by the employees of Holdings or any of its subsidiaries or, to the knowledge of any of the Issuers, by the employees of any of the principal suppliers, contractors or customers of Holdings or any of its subsidiaries, in each case, that would have a Material Adverse Effect.

(oo) Holdings and each of its subsidiaries, except as disclosed in the Final Memorandum, or to the extent it would not reasonably be expected to have a Material Adverse Effect, is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged. All policies of insurance and fidelity or surety bonds insuring Holdings or any of its subsidiaries or the businesses, assets, employees, officers and directors of Holdings or any of its subsidiaries are in full force and effect. Holdings and each of its subsidiaries is in compliance with the terms of such policies and instruments in all material respects. There are no claims by Holdings or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause, except for such claims which, if successfully denied, would not reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its subsidiaries has been refused any insurance coverage sought or applied for. Neither Holdings nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

(pp) No subsidiary of Holdings is prohibited, directly or indirectly, from paying any dividends on such subsidiary’s capital stock, from making any other distribution on such subsidiary’s capital stock, from repaying to Holdings or any other subsidiary of Holdings any loans or advances to such subsidiary from Holdings or such other subsidiary or from transferring any of such subsidiary’s property or assets to Holdings or any other subsidiary of Holdings, except as described in or contemplated by the Final Memorandum (exclusive of any amendment or supplement thereto).

(qq) Holdings and each of its subsidiaries owns or possesses adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights and know-how that are necessary to conduct their respective businesses as described in the Final Memorandum, except where the failure to own or possess such licenses or other rights to use such patents, trademarks, service marks, trade names, copyrights and know-how would not reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its subsidiaries has received any notice of infringement of or conflict with (or knows of any such infringement of or conflict with) asserted rights of others with

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respect to any patents, trademarks, service marks, trade names, copyrights or know-how that, if such assertion of infringement or conflict were sustained, could have a Material Adverse Effect.

(rr) Holdings and each of its subsidiaries possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted, except where the failure to possess such licenses, certificates, permits or other authorizations would not reasonably be expected to have a Material Adverse Effect, and neither Holdings nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect.

(ss) Holdings and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(tt) (i) Holdings and each of its subsidiaries is in compliance in all material respects with any and all applicable foreign, federal, state and local laws and regulations and rules of common law relating to pollution or the protection of the environment, natural resources or occupational health and safety, including without limitation those relating to the release or threat of release of Hazardous Materials (“Environmental Laws”); (ii) Holdings and each of its subsidiaries has received and is in compliance in all material respects with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its businesses as currently conducted; (iii) neither Holdings nor any of its subsidiaries has received written notice of any actual or potential liability for the investigation or remediation of any Hazardous Materials; (iv) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of any of the Issuers, threatened against Holdings or any of its subsidiaries under any Environmental Law; (v) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by Holdings or any of its subsidiaries; (vi) neither Holdings nor any of its subsidiaries is subject to any order, decree, consent, settlement or agreement requiring, or is otherwise obligated or required to perform, any response or corrective action relating to any Hazardous Materials; (vii) neither Holdings nor any of its subsidiaries has received written notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state or foreign law; (viii) no property or facility of Holdings or any of its

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subsidiaries is (x) listed or, to the knowledge of the Issuers, proposed for listing on the National Priorities List under CERCLA or (y) listed in the Comprehensive Environmental Response, Compensation and Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any governmental authority; and (ix) there are no past or present actions, events, operations or activities which would reasonably be expected to prevent or interfere with compliance by Holdings or any of its subsidiaries with any applicable Environmental Law or result in liability (including, without limitation, fines or penalties) under any applicable Environmental Law, except, in the case of each of clauses (i) through (ix) above, as (A) described in the Final Memorandum (exclusive of any amendment or supplement thereto) or (B) would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. “Hazardous Materials” means any hazardous or toxic substance, chemical, material, pollutant, waste, contaminant or constituent, which is subject to regulation under or could give rise to liability under any Environmental Law.

(uu) In the ordinary course of its business, Holdings periodically reviews the effect of Environmental Laws on the business, operations and properties of Holdings and its subsidiaries, in the course of which it seeks to identify and evaluate associated costs and liabilities. On the basis of such review, and except as described in the Final Memorandum, Holdings does not reasonably expect that such associated costs and liabilities would, singly or in the aggregate, have a Material Adverse Effect.

(vv) Holdings and each of its subsidiaries has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to each “plan” (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of any of the Issuers or their respective subsidiaries are eligible to participate, and each such plan is, and on the Closing Date will be, in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. Neither Holdings nor any of its subsidiaries has incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) under Title IV of ERISA.

(ww) None of the Issuers or any of their respective Affiliates or any director, officer, agent or employee of any of the Issuers or their respective Affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(xx) Except as disclosed in the Final Memorandum, no income, stamp or other taxes or levies, imposts, deductions, charges, compulsory loans or withholdings whatsoever are or will be, under applicable law in France, the United States or any other jurisdiction of incorporation, organization or formation, as the case may be, or tax residency of any of the Issuers, imposed, assessed, levied or collected by any Federal,

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state, local or foreign governmental taxing authority on or in respect of principal, interest, premiums and penalties or other amounts payable under the Securities, or on account of the issue and sale by the Issuers of the Securities or the execution, delivery or performance of this Agreement, the Indenture, the Security Documents or the Registration Rights Agreement or any payments hereunder or thereunder.

(yy) None of the Issuers or any property or assets of any of the Issuers has any immunity from jurisdiction of any court or from any legal process.

(zz) After giving effect to savings clauses in the Transaction Documents that limit the liability of Issuers in certain cases, the fair value and present fair saleable value of the assets of each of the Issuers and their respective subsidiaries exceeds, and immediately after the consummation of the issue and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents will exceed, the sum of its stated liabilities and identified contingent liabilities. After giving effect to savings clauses in the Transaction Documents that limit the liability of Issuers in certain cases, none of the Issuers or their respective subsidiaries is, and immediately after the consummation of the issue and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents:

(i) none of them will be, (x) left with unreasonably small capital with which to carry on its business as it is proposed to be conducted, (y) unable to pay its debts (contingent or otherwise) as they mature or (z) otherwise insolvent; and

(ii) neither Holdings nor any of its subsidiaries:

(A) is or will be subject to any proceedings for its administration (redressement judiciaire), is or will be subject to a plan for the transfer of the whole or part of its business, or is or will be subject to liquidation (liquidation judiciaire) and no claim has been requesting implementation of such proceedings;

(B) is or will be subject to the administration of a court appointed mediator (conciliateur), judicial condition, compulsory manager, receiver (administrateur judiciaire), administrator, liquidator (liquidateur judiciaire) or other similar office (mandataire ad hoc), and no request has been filed and no negotiations are envisaged for the rehabilitation, administration, custodianship, liquidation, winding-up or dissolution of Holdings or any subsidiary;

(C) is or will be unable to settle its debts (contingent or otherwise) (passif exigible) with realizable assets (en état de cessation des paiements) within the meaning of article L 621-1 of the French Commercial Code or admits in writing its inability to pay its debts as they fall due;

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(D) is or will be subject to amicable arrangement proceedings (procédure de règlement amiable), within the meaning of article L. 611-3 of the French Commercial Code; and

(E) has or will commence negotiations with any of its creditors with a view to the general readjustment or rescheduling of any of its indebtedness or has made a general assignment for the benefit of any of its creditors and/or has entered into any settlement agreement or amicable arrangement with any of its creditors (transactions, accord ou réglement amiable), or stops, suspends payment of all or substantially all of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness.

(aaa) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them (other than the Initial Purchasers as to which the Issuers make no representation or warranty), has offered or sold or will offer or sell, directly or indirectly, any Notes to the public in the Republic of France or has distributed or caused to be distributed or will distribute or cause to be distributed to the public in the Republic of France the Preliminary Memorandum, the Final Memorandum or any other offering material relating to the Notes, and such offers, sales and distributions will be made in France only to qualified investors (investisseurs qualifiés) as defined in and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier and Decree no. 98-880 dated 1 October 1998.

Any certificate signed by any officer of any of the Issuers and delivered to the Initial Purchasers or counsel for the Initial Purchasers pursuant to this Agreement shall be deemed a representation and warranty by such Issuer, as to matters covered thereby, to each Initial Purchaser.

2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price equal to 98.5% of the principal amount thereof, plus accrued interest, if any, from September 1, 2004 to the Closing Date, the principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto.

3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on September 1, 2004, or at such time on such later date (not later than September 9, 2004) as the Initial Purchasers shall designate, which date and time may be postponed by agreement between the Initial Purchasers and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Initial Purchasers for the respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. Delivery of the Securities shall be made through the facilities of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking S.A. (“Clearstream, Luxembourg”), or their designated custodian, unless the Initial Purchasers shall otherwise instruct.

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4. Offering by Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that:

(a) It has not offered or sold, and will not offer or sell, any Securities except (i) to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A or (ii) in accordance with the restrictions set forth in Exhibit A hereto.

(b) Neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States.

(c) The Securities to be purchased by it on the Closing Date are subject to the terms of the Proceeds Sharing Agreement.

5. Agreements. The Issuers, jointly and severally, agree with each Initial Purchaser that:

(a) The Issuers will furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge, during the period referred to in paragraph (c) below, as many copies of the Final Memorandum and any amendments and supplements thereto as they may reasonably request and the Final Memorandum as so delivered shall be in form and substance reasonably satisfactory to Citigroup.

(b) The Issuers will not amend or supplement the Final Memorandum, other than by filing documents under the Exchange Act that are incorporated by reference therein, without the prior written consent of each Initial Purchaser; provided, however, that prior to the completion of the distribution of the Securities by the Initial Purchasers (as determined by the Initial Purchasers), the Issuers will not file any document under the Exchange Act that is incorporated by reference in the Final Memorandum unless, prior to such proposed filing, the Issuers have furnished the Initial Purchasers with a copy of such document for their review and the Initial Purchasers have not reasonably objected to the filing of such document. The Issuers will promptly advise the Initial Purchasers when any document filed under the Exchange Act that is incorporated by reference in the Final Memorandum shall have been filed with the Commission.

(c) If at any time prior to the completion of the sale of the Securities by the Initial Purchasers (as determined by the Initial Purchasers), any event occurs as a result of which the Final Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Final Memorandum to comply with applicable law, the Issuers promptly (i) will notify the Initial Purchasers

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of any such event; (ii) subject to the requirements of paragraph (b) of this Section 5, will prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) will supply any supplemented or amended Final Memorandum to the several Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as they may reasonably request.

(d) To the extent an Issuer may do so under applicable law, the Issuers will arrange, if necessary, for the qualification of the Securities for sale by the Initial Purchasers under the laws of such jurisdictions as the Initial Purchasers may reasonably designate and will maintain such qualifications in effect so long as required for the sale of the Securities; provided that in no event shall any Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to execute a general consent to service of process in any jurisdiction with respect to which such a consent has not been previously executed or to subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this paragraph. The Issuers will promptly advise the Initial Purchasers of the receipt by any Issuer of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(e) The Issuers will not, and will not permit any of their respective Affiliates to, resell any Securities that have been acquired by any of them.

(f) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them, will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act.

(g) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them, will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States.

(h) So long as any of the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, each Issuer will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time, of such restricted securities.

(i) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them, will engage in any “directed selling efforts” with respect to the Securities, and each of them will comply with the “offering restrictions” requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S.

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(j) The Issuers will cooperate with the Initial Purchasers and use their respective reasonable best efforts to permit the Notes to be eligible for clearance and settlement through Euroclear and Clearstream, Luxembourg. The Issuers will cooperate with the Initial Purchasers and use their respective reasonable best efforts to permit the Notes to be approved for trading on the Luxembourg Stock Exchange.

(k) The Issuers will not for a period of 90 days following the Execution Time, without the prior written consent of the Initial Purchasers, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by any Issuer or any Affiliate of any Issuer or any person in privity with any Issuer or any Affiliate of any Issuer), directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by any Issuer (other than the Securities, notes under the New Credit Facility or the Amended and Restated Credit Facility, as applicable, and inter-company notes).

(l) The Issuers will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Act or the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of any Issuer to facilitate the sale or resale of the Securities.

(m) The Issuers, jointly and severally, agree to pay the costs and expenses relating to the following matters: (i) the preparation of the Indenture, the Security Documents and the Registration Rights Agreement, the issuance of the Securities and the fees of the Trustee and the Collateral Agent; (ii) the preparation, printing or reproduction of the Preliminary Memorandum and the Final Memorandum and each amendment or supplement to either of them; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Preliminary Memorandum and the Final Memorandum, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Initial Purchasers relating to such registration and qualification); (vii) admitting the Notes for trading on the Luxembourg Stock Exchange; (viii) the transportation and other expenses incurred by or on behalf of the Issuers’ representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Issuers’ accountants and the fees and expenses of counsel (including local and special counsel) for the Issuers; (x) any appraisal or valuation performed in connection with the

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offering and sale of the Securities; (xi) compliance with the provisions of Section 6(n) hereof; and (xii) all other costs and expenses incident to the performance by the Issuers of their respective obligations hereunder.

(n) The Issuers will apply the proceeds from the offering and sale of the Securities as provided under the caption “Use of Proceeds” in the Final Memorandum.

(o) The Issuers will on or prior to the Closing Date enter into either (i) the New Credit Facility or (ii) the Amended and Restated Credit Facility.

6. Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Issuers contained herein at their respective times of execution of this Agreement, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Issuers made in any certificates pursuant to the provisions hereof, to the performance by the Issuers of their respective obligations hereunder and to the following additional conditions:

(a) The Issuers shall have requested and caused Dechert LLP, special United States counsel for the Issuers, to furnish to the Initial Purchasers their opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Exhibit B hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel); provided, however, that, to the extent appropriate and acceptable to the Initial Purchasers and their counsel, William T. Gallagher, General Counsel of Holdings, may furnish to the Initial Purchasers his opinion, dated the Closing Date and addressed to the Initial Purchasers, covering certain of the matters set forth in Exhibit B hereto. In rendering such opinions, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of New York, the Federal laws of the United States and the Delaware General Corporation Law, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Issuers and public officials.

(b) The Issuers shall have requested and caused Dechert LLP, special French counsel to the Issuers, to furnish to the Initial Purchasers their opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Exhibit C hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Republic of France, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Issuers and public officials.

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(c) The Issuers shall have requested and caused one or more local counsel for the Issuers, reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, in each of Belgium, Canada, Germany, Mexico, Switzerland and the United Kingdom to furnish to the Initial Purchasers their opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Exhibit D hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of relevant Issuers.

(d) The Initial Purchasers shall have received from each of (i) Cahill Gordon & Reindel LLP, special United States counsel for the Initial Purchasers and (ii) Gide Loyrette Nouel, special French counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Initial Purchasers, with respect to such matters as the Initial Purchasers may reasonably require, and the Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(e) Holdings shall have furnished to the Initial Purchasers a certificate of Holdings and the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of each of Holdings and the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Final Memorandum, any amendment or supplement to the Final Memorandum and this Agreement and that:

(i) the representations and warranties of the Issuers in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Issuers have complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date; and

(ii) since the date of the most recent financial statements included in the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company, individually, or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Final Memorandum (exclusive of any amendment or supplement thereto).

(f) At the Execution Time and at the Closing Date, Holdings shall have requested and caused PricewaterhouseCoopers LLP to furnish to the Initial Purchasers letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Initial Purchasers, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the applicable rules and regulations thereunder, that they have performed a review of the unaudited interim financial information of Holdings and its consolidated subsidiaries for the six-month period ended June 30, 2004 and stating in effect that:

(i) in their opinion the audited financial statements included in the Final Memorandum and reported on by them comply as to form in all material respects with the applicable accounting requirements of Regulation S-X;

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(ii) on the basis of a reading of the latest unaudited financial statements made available by Holdings; their limited review in accordance with the standards established under Statement on Auditing Standards No. 100 of the unaudited interim financial information for the six-month period ended June 30, 2004; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committees of Holdings; and inquiries of certain officials of Holdings who have responsibility for financial and accounting matters of Holdings and its subsidiaries as to transactions and events subsequent to December 31, 2003, nothing came to their attention which caused them to believe that:

(1) any unaudited financial statements included in the Final Memorandum (x) do not comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included in quarterly reports on Form 10-Q under the Exchange Act or (y) are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Final Memorandum;

(2) with respect to the period subsequent to June 30, 2004, there were any changes, at a specified date not more than five days prior to the date of the letter, in the total debt of Holdings and its consolidated subsidiaries or the capital stock of Holdings or decreases in the shareholders’ equity of Holdings or working capital of Holdings and its consolidated subsidiaries as compared with the amounts shown on the June 30, 2004 consolidated balance sheet included in the Final Memorandum, or for the period from July 1, 2004 to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in net sales, income before income taxes, minority interest and cumulative effect of a change in accounting or net income of Holdings and its consolidated subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by Holdings as to the significance thereof unless said explanation is not deemed necessary by the Initial Purchasers; or

(3) the unaudited amounts of any capsule information included in the Final Memorandum do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the

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corresponding amounts in the audited financial statements included in the Final Memorandum or do not conform with generally accepted accounting principles; and

(iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of Holdings and its subsidiaries) included in the Final Memorandum agrees with the accounting records of Holdings and its consolidated subsidiaries, excluding any questions of legal interpretation.

References to the Final Memorandum in this Section 6(f) include any amendment or supplement thereto at the date of the applicable letter.

(g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Memorandum (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Initial Purchasers, so material and adverse as to make it impractical or inadvisable to market the Securities as contemplated by the Final Memorandum (exclusive of any amendment or supplement thereto).

(h) The Issuers and the Trustee shall have entered into the Indenture in form and substance satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.

(i) Each of the Guarantors shall have executed a Notes Guarantee in form and substance satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.

(j) The Issuers and the Initial Purchasers shall have entered into the Registration Rights Agreement.

(k) The U.S. Intercreditor Agreement (as defined in the Indenture) shall have been executed by the respective parties thereto and shall be in form and substance satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.

(l) The Euro Intercreditor Agreement (as defined in the Indenture) shall have been executed by the respective parties thereto and shall be in form and substance satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.

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(m) All other Security Documents shall have been executed by the respective parties thereto and shall be in form and substance satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof.

(n) To the extent delivered to the agents under the New Credit Facility or Amended and Restated Credit Facility, as applicable (the “Bank Agents”), the Initial Purchasers, the Trustee and the Collateral Agent shall have received each of the following documents which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and the Collateral Agent and each of their respective counsel with respect to each Mortgaged Property and each other item of Collateral, as appropriate:

(i) all Mortgages (as defined in the Security Documents) in favor of either or both of the Trustee and the Collateral Agent, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and such financing statements and other similar statements as are contemplated in respect of each such Mortgage by the local counsel opinion referred to in subparagraph (x) below, and any other instruments necessary to grant the interests purported to be granted by each such Mortgage under the laws of any applicable jurisdiction, which Mortgages and financing statements and other instruments shall be effective to create a lien on such Mortgaged Property in favor of either or both of the Trustee and Collateral Agent, as applicable, subject to no liens other than Permitted Collateral Liens;

(ii) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as shall have been delivered to the Bank Agents in order for the owner or holder of the fee interest or leasehold interest to grant the lien contemplated by the Mortgage with respect to each Mortgaged Property;

(iii) with respect to each Mortgage, a policy of title insurance (or commitment to issue such a policy) insuring (or committing to insure) the lien of such Mortgage as a valid mortgage lien on the real property and fixtures described therein, with the priority described in the Final Memorandum, in respect of the Securities;

(iv) a survey with respect to each Mortgaged Property;

(v) policies or certificates of insurance;

(vi) Uniform Commercial Code, judgment, tax lien and intellectual property searches;

(vii) affidavits, certificates and instruments of indemnification;

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(viii) copies of all leases and subleases;

(ix) any certificate of an officer of Holdings or any subsidiary of Holdings relating to the Collateral (which shall also be addressed to the Initial Purchasers and the Trustee); and

(x) opinions from all local and foreign counsel who deliver opinions to the Bank Agents (which opinions shall be addressed to the Initial Purchasers and the Trustee), which opinions shall address, with respect to the Collateral and the Securities, the matters addressed with respect to the New Credit Facility or Amended and Restated Credit Facility, as applicable, with only such modifications as are necessary to reflect the relative priority of the Securities as contemplated by the Final Memorandum and otherwise satisfactory to the Initial Purchasers, the Trustee and each of their respective counsel.

(o) Holdings shall have delivered a certificate, signed on behalf of Holdings by its Chairman of the Board or President and its principal financial or accounting officer to the effect that Holdings has performed, in all material respects, all covenants and agreements described in Section 6(n) and satisfied, in all material respects, all conditions on its part to be performed or satisfied thereunder.

(p) The Company shall have filed an application to list the Notes on the Luxembourg Stock Exchange, and the Notes shall be eligible for clearance and settlement through Euroclear and Clearstream, Luxembourg.

(q) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any debt securities of any of the Issuers by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

(r) The Borrowers and the Bank Agents and lenders party thereto shall have entered into either the New Credit Facility or the Amended and Restated Credit Facility, as applicable, in form and substance satisfactory to the Initial Purchasers. Prior to or concurrently with the consummation of the offering of the Securities on the Closing Date, the Borrowers shall have made the initial borrowings under the New Credit Facility or the initial term loan borrowings under the Amended and Restated Credit Facility, as applicable, as contemplated by the Final Memorandum.

(s) The Trustee, the Bank Agents and the other parties thereto shall have entered into the Proceeds Sharing Agreement and such agreement shall be in form and substance satisfactory to the Initial Purchasers.

(t) Prior to the Closing Date, the Issuers shall have furnished to the Initial Purchasers such further information, certificates and documents as the Initial Purchasers may reasonably request.

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If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Initial Purchasers and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be canceled at, or at any time prior to, the Closing Date by the Initial Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 will be delivered at the office of Cahill Gordon & Reindel LLP, United States counsel for the Initial Purchasers, at 80 Pine Street, New York, New York 10005 or Augustine House, 6A Austin Friars, London, England, EC2N 2HA, on the Closing Date.

7. Reimbursement of Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of any Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Initial Purchasers, the Issuers, jointly and severally, agree to reimburse the Initial Purchasers severally through Citigroup promptly after demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

8. Indemnification and Contribution. (a) The Issuers (other than the Company) jointly and severally agree, and the Company severally agrees, to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees and agents of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Memorandum, the Final Memorandum (or in any supplement or amendment thereto) or any information provided by any Issuer to any holder or prospective purchaser of Securities pursuant to Section 5(h), or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuers will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Memorandum or the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of any Initial Purchaser specifically for inclusion therein; provided, further, that with respect to any untrue statement or omission of

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material fact made in the Preliminary Memorandum, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Initial Purchaser from whom such person asserting any such loss, claim, damage or liability purchased the Securities concerned, to the extent that any such loss, claim, damage or liability of such Initial Purchaser occurs under the circumstance where (i) the Company had previously furnished copies of the Final Memorandum on a timely basis to the Initial Purchasers, (ii) delivery of the Final Memorandum was required by the Act to be made to such person, (iii) the untrue statement or omission of a material fact contained in the Preliminary Memorandum was corrected in the Final Memorandum and (iv) there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the Final Memorandum. This indemnity agreement will be in addition to any liability which the Issuers may otherwise have.

(b) Each Initial Purchaser severally and not jointly, agrees to indemnify and hold harmless each Issuer, each of its directors, each of its officers, and each person who controls an Issuer within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuers to each Initial Purchaser, but only with reference to written information relating to such Initial Purchaser furnished to the Issuers by or on behalf of such Initial Purchaser specifically for inclusion in the Preliminary Memorandum or the Final Memorandum (or in any amendment or supplement thereto). This indemnity agreement will be in addition to any liability which any Initial Purchaser may otherwise have. The Issuers acknowledge that the statements set forth in the last paragraph of the cover page regarding the delivery of the Securities, the disclosure on page (i) concerning stabilization, syndicate covering transactions and penalty bids and the paragraph related to stabilization, syndicate covering transactions and penalty bids under the heading “Plan of Distribution” in the Preliminary Memorandum and the Final Memorandum, constitute the only information furnished in writing by or on behalf of the Initial Purchasers for inclusion in the Preliminary Memorandum or the Final Memorandum (or in any amendment or supplement thereto).

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest;

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(ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. An indemnifying party shall not be liable under this Section 8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party, which consent shall not be unreasonably withheld.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Issuers and the Initial Purchasers agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which one or more of the Issuers and the Initial Purchasers may be subject in such proportion as is appropriate to reflect the relative benefits received by the Issuers on the one hand and by the Initial Purchasers on the other hand from the offering of the Securities; provided, however, that in no case shall any Initial Purchaser (except as may be provided in any agreement among the Initial Purchasers relating to the offering of the Securities) be responsible for any amount in excess of the purchase discount or commission applicable to the Securities purchased by such Initial Purchaser hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Issuers and the Initial Purchasers shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuers on the one hand and of the Initial Purchasers on the other hand in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by the Company, and benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Issuers on the one hand or the Initial Purchasers on the other, the intent of the parties and their relative knowledge, information and opportunity to correct or prevent such untrue statement or omission. The Issuers and the Initial Purchasers agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred

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to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Initial Purchaser within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each person who controls an Issuer within the meaning of either the Act or the Exchange Act and each officer and director of an Issuer shall have the same rights to contribution as such Issuer, subject in each case to the applicable terms and conditions of this paragraph (d).

9. Default by an Initial Purchaser. If any one or more Initial Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (at the respective purchase prices set forth in Section 2 and in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Initial Purchaser or the Issuers. In the event of a default by any Initial Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement and no action taken under this paragraph shall relieve any defaulting Initial Purchaser of its liability, if any, to the Issuers or any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.

10. Termination. This Agreement shall be subject to termination in the absolute discretion of Citigroup, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in any of Holdings’ securities shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on any such Exchange or the Nasdaq National Market; (ii) a banking moratorium shall have been declared either by Federal or New York State authorities; or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of Citigroup, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final Memorandum (exclusive of any amendment or supplement thereto).

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11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Issuers or their respective officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the Issuers or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 8 and 11 hereof shall survive the termination or cancellation of this Agreement.

12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Initial Purchasers, will be mailed, delivered or telefaxed to the Citigroup General Counsel (fax no.: (212) 816-7912) and confirmed to Citigroup at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; if sent to the Issuers, will be mailed, delivered or telefaxed to Crown Holdings, Inc., One Crown Way, Philadelphia, PA 19154-4599, Attention: General Counsel (fax no.: (215) 676-6011), with a copy to Dechert LLP, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, PA 19103, Attention: William G. Lawlor (fax no.: (215) 994-2222).

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8 hereof, and, except as expressly set forth in Section 5(h) hereof, no other person will have any right or obligation hereunder.

14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

16. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

17. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York.

“Commission” shall mean the Securities and Exchange Commission.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean, the date and time that this Agreement is first executed and delivered by the parties hereto.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

“NASD” shall mean the National Association of Securities Dealers, Inc.

“Regulation D” shall mean Regulation D under the Act.

“Regulation S” shall mean Regulation S under the Act.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

18. Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each Issuer (i) acknowledges that such Issuer has, or agrees that by the Closing Date such Issuer shall have, by separate written instrument, irrevocably designated and appointed CT Corporation System (“CT”) (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities, the Indenture, the Security Documents and the Registration Rights Agreement that may be instituted in any federal or state court in the State of New York or brought under Federal or state securities laws, and acknowledges that CT has, or agrees that by the Closing Date CT shall have, accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT and written notices of said service to such Issuer in accordance with Section 12 hereof shall be deemed effective service of process upon such Issuer in any such suit or proceeding. Each Issuer further agrees to take any reasonable action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT in full force and effect so long as any of the Securities shall be outstanding; provided, however, that such Issuer may, by written notice to the Initial Purchasers, designate such additional or alternative agent for service of process under this Section 18 that (i) maintains an office located in the Borough of Manhattan, City of New York in the State of New York and (ii) is either (x) counsel for such Issuer or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, City of New York, State of New York.

To the extent that any Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities, the Indenture, the Security Documents and the Registration Rights Agreement. In addition, each Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to

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the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities, the Indenture, the Securities Documents or the Registration Rights Agreement or the subject matter hereof or thereof may not be enforced in such courts.

The Issuers and the Initial Purchasers agree that 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. Nothing in this section 18 shall affect the right of either Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or its property in the courts of any other jurisdictions.

19. Judgment Currency. The Issuers, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees and agents of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act against any loss incurred by such indemnified party as a result of any judgment or order being given or made in favor of such indemnified party for any amount due under this Agreement and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than euros, and as a result of any variation as between (i) the rate of exchange at which the euro amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which such indemnified party on the date of payment of such judgment or order is able to purchase euros with the amount of the Judgment Currency actually received by such indemnified party. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, euros.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers.

Very truly yours,
Crown Holdings, Inc.
By:	/s/ John W. Conway
Name:	John W. Conway
Title:	Chairman of the Board, President and CEO
Attest:
By:	/s/ William T. Gallagher
Name:	William T. Gallagher
Title:	Sr. Vice President and Secretary
Crown European Holdings SA
By:	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	Executive Vice President and CFO
Executed August 11, 2004

GUARANTORS:
United States:
Central States Can Co. of Puerto Rico, Inc.
CROWN Americas, Inc.
CROWN Beverage Packaging Puerto Rico, Inc.
Crown Consultants, Inc.
Crown Cork & Seal Company (DE), LLC
Crown Cork & Seal Company, Inc.
Crown Financial Corporation
Crown Financial Management, Inc.
Crown International Holdings, Inc.
Crown New Delaware Holdings, Inc.
CROWN Packaging Technology, Inc.
Foreign Manufacturers Finance Corporation
NWR, Inc.
By	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President & Treasurer
Executed August 11, 2004
Crown Beverage Packaging, Inc.
By	Patrick D. Szmyt
	Patrick D. Szmyt
	Vice President & CFO
Executed August 11, 2004
CROWN Cork & Seal USA, Inc.
By	Patrick D. Szmyt
	Patrick D. Szmyt
	Sr. Vice President & CFO
Executed August 11, 2004

CROWN Risdon USA, Inc.
By	/s/ Stephen Pearlman
	Stephen Pearlman
	President
Executed August 11, 2004
CROWN Zeller USA, Inc.
By	/s/ Joseph R. Pierce
	Joseph R. Pierce
	President
Executed August 11, 2004

Crown Holdings (PA), LLC
By	/s/ Michael B. Burns
Name:	Michael B. Burns
Title:	Vice President and Treasurer
Executed August 11, 2004
Crown Cork & Seal Company (PA), Inc.
By	/s/ Alan W. Rutherford
Name:	Alan W. Rutherford
Title:	President
Executed August 11, 2004

Belgium:
Crown Verpakking België NV
By	/s/ Howard Lomax
Name:	Howard Lomax
Title:	Directors
By	/s/ Xavier Blanpain
Name:	Xavier Blanpain
Title:	Managing Director
Executed August 11, 2004

Canada:
889273 Ontario Inc.
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	VP Finance
Executed August 11, 2004
CROWN Risdon Canada Inc.
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
Executed August 11, 2004
CROWN Zeller Plastic Closures Canada Inc.
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	Secretary
Executed August 11, 2004

Crown Canadian Holdings ULC
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	VP Finance
Executed August 11, 2004
CROWN Metal Packaging Canada LP
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	VP Finance
Executed August 11, 2004
CROWN Metal Packaging Canada Inc.
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	VP Finance, CFO
Executed August 11, 2004
3079939 Nova Scotia Company
By	/s/ Adrian Cobbold
Name:	Adrian Cobbold
Title:	VP Finance
Executed August 11, 2004

France:
CROWN Zeller France SAS
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
Societe de Participations CarnaudMetalbox SAS
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
CROWN Astra SAS
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
CROWN Polyflex SAS
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004

CROWN Bevcan France SAS
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
CROWN Emballage France SAS
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
Crown Developpement SAS
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004

Germany:
CROWN Verpackungen Deutschland GmbH
By	/s/ Dr. Christopher F. Wetzler
Name:	Dr. Christopher F. Wetzler
Title:	By virtue of a Power of Attorney
Executed August 11, 2004
Crown Bender GmbH
By	/s/ Dr. Christopher F. Wetzler
Name:	Dr. Christopher F. Wetzler
Title:	By virtue of a Power of Attorney
Executed August 11, 2004
CROWN Nahrungsmitteldosen Deutschland GmbH
By	/s/ Dr. Christopher F. Wetzler
Name:	Dr. Christopher F. Wetzler
Title:	By virtue of a Power of Attorney
Executed August 11, 2004
CROWN Verschlússe Deutschland GmbH
By	/s/ Dr. Christopher F. Wetzler
Name:	Dr. Christopher F. Wetzler
Title:	By virtue of a Power of Attorney
Executed August 11, 2004

CROWN Speciality Packaging Deutschland GmbH
By	/s/ Dr. Christopher F. Wetzler
Name:	Dr. Christopher F. Wetzler
Title:	By virtue of a Power of Attorney
Executed August 11, 2004
CROWN Nahrungsmitteldosen GmbH
By	/s/ Dr. Christopher F. Wetzler
Name:	Dr. Christopher F. Wetzler
Title:	By virtue of a Power of Attorney
Executed August 11, 2004
CROWN Zeller Deutschland GmbH
By	/s/ Dr. Christopher F. Wetzler
Name:	Dr. Christopher F. Wetzler
Title:	By virtue of a Power of Attorney
Executed August 11, 2004
CROWN Raku GmbH
By	/s/ Dr. Christopher F. Wetzler
Name:	Dr. Christopher F. Wetzler
Title:	By virtue of a Power of Attorney
Executed August 11, 2004

CROWN Zeller Engineering GmbH
By	/s/ Dr. Christopher F. Wetzler
Name:	Dr. Christopher F. Wetzler
Title:	By virtue of a Power of Attorney
Executed August 11, 2004
Crown Cork & Seal Deutschland
Holdings GmbH
By	/s/ Dr. Christopher F. Wetzler
Name:	Dr. Christopher F. Wetzler
Title:	By virtue of a Power of Attorney
Executed August 11, 2004

Mexico:
CROWN Envases Mexico, S.A. de C.V.
By	/s/ Luis A. Ruiz Shelley
Name:	Luis A. Ruiz Shelley
Title:	Legal Representative
Executed August 11, 2004
CROWN Zeller Mexico, S.A. de C.V.
By	/s/ Gerardo Orta Gutiérrez
Name:	Gerardo Orta Gutiérrez
Title:	Attorney-In-Fact
Executed August 11, 2004
CROWN Mexican Holdings, S. de R.L. de C.V.
By	/s/ Luis A. Ruiz Shelley
Name:	Luis A. Ruiz Shelley
Title:	Legal Representative
Executed August 11, 2004

Switzerland:
Crown Obrist AG (Switzerland)
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
CROWN Vogel AG
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004

United Kingdom:
Crown UK Holdings Limited
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
CarnaudMetalbox Overseas Limited
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
Crown Cork & Seal Finance PLC
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
CROWN Packaging UK PLC
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004

CROWN UCP plc
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
CarnaudMetalbox Engineering PLC
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
CROWN Massmould Ltd.
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
CROWN Speciality Packaging UK plc
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004

CarnaudMetalbox Group UK Limited
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004
CROWN Aerosols UK Limited
By	/s/ Paul Browett
Name:	Paul Browett
Title:	Attorney
Executed August 11, 2004

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
Citigroup Global Markets Inc. Lehman Brothers Inc.
By:	Citigroup Global Markets Inc.
By:	/s/ Timothy Dilworth
Name:	Timothy Dilworth
Title:	Vice President
For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement.

SCHEDULE I

Initial Purchasers	Principal Amount of Securities to Be Purchased
Citigroup Global Markets Inc.	€	245,000,000
Lehman Brothers Inc.		52,500,000
ABN AMRO Incorporated		17,500,000
BNP Paribas		17,500,000
CALYON		17,500,000
Total	€	350,000,000

SCHEDULE II

Guarantors	Jurisdiction of Formation
United States
CROWN Americas, Inc.	PA
Central States Can Co. of Puerto Rico, Inc.	OH
CROWN Beverage Packaging Puerto Rico, Inc.	DE
Crown Consultants, Inc.	PA
Crown Cork & Seal Company (DE), LLC	DE
Crown Cork & Seal Company, Inc.	PA
Crown Financial Corporation	PA
Crown Financial Management, Inc.	DE
Crown International Holdings, Inc.	DE
Crown New Delaware Holdings, Inc.	DE
CROWN Packaging Technology, Inc.	DE
Foreign Manufacturers Finance Corporation	DE
NWR, Inc.	PA
Crown Beverage Packaging, Inc.	DE
CROWN Cork & Seal USA, Inc.	DE
CROWN Risdon USA, Inc.	DE
CROWN Zeller USA, Inc.	DE
Crown Cork & Seal Company (PA), Inc.	PA
Crown Holdings (PA), LLC	PA
Belgium
Crown Verpakking België NV	Belgium
Canada
889273 Ontario Inc.	Canada
CROWN Risdon Canada Inc.	Canada
CROWN Zeller Plastic Closures Canada Inc.	Canada
Crown Canadian Holdings ULC	Canada
CROWN Metal Packaging Canada LP	Canada
CROWN Metal Packaging Canada Inc.	Canada
3079939 Nova Scotia Company/3079939 Compagnie de la Nouvelle Ecosse	Canada
France
CROWN Zeller France SAS	France
Societe de Participations CarnaudMetalbox SAS	France
CROWN Astra SAS	France

-1-

Guarantors	Jurisdiction of Formation
CROWN Polyflex SAS	France
CROWN Bevcan France SAS	France
CROWN Emballage France SAS	France
Crown Developpement SAS	France
Germany
CROWN Verpackungen Deutschland GmbH	Germany
Crown Bender GmbH	Germany
CROWN Nahrungsmitteldosen Deutschland GmbH	Germany
CROWN Verschlüsse Deutschland GmbH	Germany
CROWN Speciality Packaging Deutschland GmbH	Germany
CROWN Nahrungsmitteldosen GmbH	Germany
CROWN Zeller Deutschland GmbH	Germany
CROWN Raku GmbH	Germany
CROWN Zeller Engineering GmbH	Germany
Crown Cork & Seal Deutschland Holdings GmbH	Germany
Mexico
CROWN Envases Mexico, S.A. de C.V.	Mexico
CROWN Zeller Mexico, S.A. de C.V.	Mexico
Crown Mexican Holdings, S. de R.L. de C.V.	Mexico
Switzerland
Crown Obrist AG	Switzerland
CROWN Vogel AG	Switzerland
United Kingdom
Crown UK Holdings Limited	United Kingdom
CarnaudMetalbox Overseas Limited	United Kingdom
Crown Cork & Seal Finance PLC	United Kingdom
CROWN Packaging UK PLC	United Kingdom
CROWN UCP plc	United Kingdom
CarnaudMetalbox Engineering PLC	United Kingdom
CROWN Massmould Ltd.	United Kingdom
CROWN Speciality Packaging UK plc	United Kingdom
CarnaudMetalbox Group UK Limited	United Kingdom
CROWN Aerosols UK Limited	United Kingdom

-2-

SCHEDULE III

Non-Guarantor Subsidiaries	Jurisdiction of Formation
United States
Crownway Insurance Company	VT
Crown Cork & Seal Receivables (DE) Corporation	DE
Argentina
CROWN Packaging Argentina, S.A.	Argentina
CROWN Plastics Closures Argentina SA	Argentina
Bangladesh
Bangladesh Can Company Ltd. (33.33% owned by CarnaudMetalbox Overseas Limited)	Bangladesh
Barbados
CROWN Packaging Barbados Limited	Barbados
Belgium
CROWN Speciality Packaging België NV	Belgium
Eurocan Dranken NV	Belgium
Bermuda
Crown Swire Investment Company Limited	Bermuda
(51% owned by CROWN Asia Pacific Holdings Limited (Singapore))
British Virgin Islands
Jasmine Properties Limited	British Virgin Islands
Caribbean Capital Ltd.	British Virgin Islands
Shorelink Ltd.	British Virgin Islands
Bolivia
Fabrica Boliviana de Envases	Bolivia
(13.54% owned by Crown Cork & Seal Company, Inc.)
Brazil
Crown Brasil Holdings Ltda.	Brazil
CROWN Embalagens S.A.	Brazil

Non-Guarantor Subsidiaries	Jurisdiction of Formation
(50% owned by Crown Brasil Holdings Ltda)
CROWN Tampas da Amazonia S.A.	Brazil
PET HOLDING S.A. (50% owned by Crown Brasil Holdings Ltda)	Brazil
Crown Cromo Metal S.A.	Brazil
Crown Cork Tampas Plasticas, S.A.	Brazil
Petropar Embalagens, S.A.	Brazil
Aruma da Amazonia Ltda	Brazil
Canada
Continental Can Canada Inc.	Canada
Chile
Crown Holdings Chile S.A.	Chile
Inesa Crown S.A. (20% owned by Crown Holdings Chile S.A.)	Chile
Inesa - Crown Mini Holding S.A.
(20% owned by Crown Cork & Seal Company, Inc.)	Chile
China
Beijing CarnaudMetalbox Company Limited	China
CROWN Plastic Closures Jiangmen Limited	China
CROWN Plastic Closures Shanghai Limited	China
CarnaudMetalbox Huapeng (WUXI) Closures Co. Ltd.	China
(23% owned by CarnaudMetalbox Closures Asia Pacific PTE Ltd.)
CROWN Beverage Cans Huizhou Limited	China
(99% owned by CROWN Beverage Cans Hong Kong Limited)
CROWN Beverage Cans Shanghai Limited	China
(60% owned by CROWN Beverage Cans Hong Kong Limited)
CROWN Beverage Cans Beijing Ltd	China
(92.66% owned by CROWN Beverage Cans Hong Kong Limited)
Foshan Continental Can Co. Ltd. (50% owned by CROWN Beverage Cans Hong Kong Limited)	China
Foshan Crown Easy-Opening End Co. Ltd.	China
(50% owned by CROWN Beverage Cans Hong Kong Limited)
Colombia
Crown Colombiana, S.A.	Columbia

-2-

Non-Guarantor Subsidiaries	Jurisdiction of Formation
(50% owned by Crown Cork & Seal Company, Inc.)
Prodenvases Crown (39.7% owned by Crown Cork & Seal Company, Inc. and 4.3% owned by Foreign Manufacturers Finance Corporation)	Columbia
Costa Rica
CROWN Centro Americana, S.A.	Costa Rica
Cyprus
Packinvest Holdings Limited	Cyprus
(50% owned by CROWN Verpackungen Deutschland GmbH)
Denmark
Crown Cork Co. Scandinavia A/S	Denmark
East Africa
CarnaudMetalbox Senegal	Senegal
(75.59 % owned by Crown European Holdings SA)
CROWN SIEM	Ivory Coast
(85.2 % owned by Crown European Holdings SA)
Carnaud Maroc	Morocco
(68.12% owned by Crown European Holdings SA)
Light Metal Products SAL	Lebanon
(39% owned by Crown Verpakking Nederland NV (Netherlands))
CROWN Food Ghana Limited	Ghana
CROWN Ghana Limited	Ghana
France
Crown Cork & Seal Finance S.A.	France
CarnaudMetalbox Finance	France
Butimove	France
Reymond SARL	France
(75% owned by CROWN Astra SAS)
EOLE (87.2% owned by CROWN Emballage France SAS)	France
Carnaud Cofem Terradou	France
PP Industries	France
Societe de Participations CarnaudMetalbox Investments SAS	France
CMB SAS	France

-3-

Non-Guarantor Subsidiaries	Jurisdiction of Formation
CROWN Europe Group Services	France
Finland
CROWN Pakkus OY	Finland
Germany
Florin GmbH (29.53% owned by CROWN Verschlüsse Deutschland GmbH)	Germany
Greece
CROWN Hellas Can SA	Greece
(72.79% owned by Societe de Participations CarnaudMetalbox SAS (France) and 2.39% owned by Societe de Participations CarnaudMetalbox Investments SAS (France))
Guatemala
CROWN Guatemala, S.A.	Guatemala
CROWN Packaging Guatemala, S.A.	Guatemala
Hong Kong
CarnaudMetalbox Closures (Hong Kong) Limited	Hong Kong
(50% owned by CarnaudMetalbox Closures Asia Pacific PTE Limited (Singapore))
CROWN Beverage Cans Hong Kong Limited	Hong Kong
(55.43% owned by CROWN Asia Pacific Holdings Limited (Singapore))
Hungary
CROWN Magyarorszag Csomagoloipari KFT	Hungary
Constar International PET Hungaria KFT	Hungary
(67.5% owned by CROWN Verpakking Nederland NV)
Jamaica
CROWN Packaging Jamaica Limited	Jamaica
Indonesia
P.T. CROWN Closures Indonesia	Indonesia
Ireland

-4-

Non-Guarantor Subsidiaries	Jurisdiction of Formation
The Irish Crown Cork Company Limited	Ireland
Crown Cork & Seal (Ireland) Ltd.	Ireland
CROWN Packaging Ireland Ltd	Ireland
Italy
Faba Sirma spa	Italy
CROWN Bevcan Italia Srl	Italy
CROWN Risdon Italia Srl	Italy
FA.BA. SUD Spa	Italy
Baroni SRL	Italy
CROWN Beverage Plastics Italia Spa	Italy
CROWN Zeller Italia Spa	Italy
Costruzione Barattoli Metallici SPA (50% owned by FA.BA. SUD Spa)	Italy
CROWN Italcaps Srl	Italy
CROWN Aerosols Italia Srl	Italy
CROWN Italprint Spa	Italy
CROWN Italmeccanica Spa	Italy
CROWN Italy Finance srl	Italy
Luxembourg
Standfast Reinsurance S.A.	Luxembourg
Madagascar
CROWN Societe Malgache d’Emballages Metalliques (CROWN SMEM) (99.87% owned by Crown European Holdings SA)	Madagascar
Malaysia
CROWN Closures Malaysia Sdn Bhd	Malaysia
(60% owned by CROWN Asia Pacific Holdings Limited (Singapore))
CROWN Beverage Cans Malaysia Sdn Bhd	Malaysia
Zeller Plastik (Malaysia) Sdn Bhd	Malaysia
(28.5% owned by Zeller Plastik (S.E. Asia) PTE Ltd. (Singapore))
CarnaudMetalbox Packaging Sdn Bhd	Malaysia
Mexico

-5-

Non-Guarantor Subsidiaries	Jurisdiction of Formation
Constar Holding de Mexico, S.A. de C.V.	Mexico
CROWN Risdon Mexico, S. de R.L. de C.V.	Mexico
Middle East
NAFCEL (16% owned by CROWN Netherlands Investments BV)	Saudi Arabia
CROWN Emirates Company Limited	United Arab Emirates
(49% owned by Crown Cork & Seal Company, Inc.)
Continental Can of Saudi Arabia	Saudi Arabia
(40% owned by Crown Cork & Seal Company, Inc.)
Jeddah Beverage Can Making Co., Ltd.	Saudi Arabia
CROWN Middle East Can Co. Ltd.	Jordan
(45% owned by Crown Cork & Seal Company, Inc.)
Netherlands
CROWN Verpakking Nederland NV	Netherlands
Speciality Packaging Print NV	Netherlands
CROWN Speciality Packaging BV	Netherlands
Crown Netherlands Investments BV	Netherlands
CROWN Aerosols Nederland BV	Netherlands
CarnaudMetalbox Holdings BV	Netherlands
Panama
Massmetal (39.17% owned by CROWN Verpakking Nederland NV)	Panama
Philippines
CROWN Plastics Philippines, Inc.	Philippines
Poland
CROWN Plastics Polska Sp z.o.o.	Poland
CROWN Packaging Polska Sp z.o.o.	Poland
CROWN Fish Sp z.o.o.	Poland
Portugal
Crown Cork & Seal de Portugal Embalagens SA	Portugal
Ormis Combustiveis e Transportes de Mercadorias, LDA.	Portugal
Productos Alimentares Antonio Henrique Serrano, S.A.	Portugal
(1.15% owned by Crown Cork & Seal de Portugal Embalagens SA)

-6-

Non-Guarantor Subsidiaries	Jurisdiction of Formation
Montifer Fabricacao de Ferramentas, L.D.A.	Portugal
(60% owned by Crown Cork & Seal de Portugal Embalagens SA)
Ormis Embalagens dos Acores, SA (95% owned by Crown Cork & Seal de Portugal Embalagens SA)	Portugal
CarnaudMetalbox de Portugal Embalagens S.A.	Portugal
Romania
Crownpak SRL	Romania
Russia
Crown Cork Kuban	Russia
CROWN Plastics Rus	Russia
Singapore
CROWN Asia Pacific Holdings Limited	Singapore
CROWN Beverage Cans Singapore Pte. Ltd.	Singapore
Zeller Plastik (S.E. Asia) PTE Ltd.	Singapore
CarnaudMetalbox Closures Asia Pacific PTE Ltd.	Singapore
Slovakia
CROWN Packaging Slovakia, s.r.o.	Slovakia
South Africa
CarnaudMetalbox Food South Africa (Pty) Limited	South Africa
Spain
Ormis Embalajes Espana SA	Spain
Crown Cork de Espana, S.L.	Spain
(99.9% owned by CROWN Hellas Can SA (Greece)
Crown Cork Sevilla SL	Spain
Crown Cork Bebidas, S.L.	Spain
CROWN Embalajes Espana SL	Spain
Agrupacion Industrias Especiales S.A. (Agridesa)	Spain
(15.88% owned by CROWN Embalajes Espana SL)
Envases Metalicos Manlleu SA	Spain
(99.71% owned by CROWN Embalajes Espana SL)
Expansion Quimica des Ampurdan SA	Spain

-7-

Non-Guarantor Subsidiaries	Jurisdiction of Formation
(20% owned by CROWN Embalajes Espana SL)
Immorenta SA	Spain
CROWN Zeller Espana SA	Spain
La Artistica de Vigo, S.L.	Spain
Litografia La Artistica Carnaud SA	Spain
Switzerland
Crown Cork AG Switzerland	Switzerland
Thailand
ZPJK (Thailand) Co. Ltd.	Thailand
Interpack Business Limited	Thailand
CROWN Food Packaging (Thailand) Public Company Limited	Thailand
(95.44% owned by CROWN Asia Pacific Holdings Limited (Singapore) and 3.69% owned by CROWN Beverage Cans Singapore PTE Ltd. (Singapore))
CROWN Bevcan and Closures (Thailand) Company Limited (51% owned by CROWN Asia Pacific Holdings Ltd. and 49% owned by CROWN Food Packaging (Thailand) Public Company Limited)	Thailand
Pet Containers (Thailand) Ltd	Thailand
Trinidad
CROWN Packaging Trinidad Ltd.	Trinidad
CROWN Lithography Trinidad Ltd.	Trinidad
Tunisia
Pack Services	Tunisia
CROWN Maghreb Can Company (50% owned by CROWN Asia Pacific Holdings Limited)	Tunisia
Turkey
CROWN Bevcan Turkiye Ambalaj Sanayi Ve Ticaret	Turkey
United Kingdom
Alpine Crown Corks Ltd.	United Kingdom
CarnaudMetalbox Bevcan Limited	United Kingdom
CarnaudMetalbox Aerosols (UK) Limited	United Kingdom
Metal Box Employees’ Funds Trustee Limited	United Kingdom

-8-

Non-Guarantor Subsidiaries	Jurisdiction of Formation
Metal Box Life Funds Trustee Limited	United Kingdom
Metal Box Pension Trustees Limited	United Kingdom
CarnaudMetalbox Closures Limited	United Kingdom
Metalbox Limited	United Kingdom
Thomas Ashton Limited	United Kingdom
Can Makers Limited (8.5% owned by CROWN Packaging UK PLC)	United Kingdom
CMB Bottles and Closures Ltd.	United Kingdom
CMB Charities Limited	United Kingdom
Metgate Developments Limited	United Kingdom
Crown Cork & Seal Finance N°2 Plc	United Kingdom
John Crabtree Trust Fund	United Kingdom
Thomas Dowell Trust	United Kingdom
Uruguay
Copag Trading SA	Uruguay
Venezuela
Dominguez Continental SA	Venezuela
(40% owned by Crown Cork & Seal Company, Inc. and 56.53% owned by Dominguez & CIA Caracas, S.A.)
Dominguez & CIA Caracas, S.A. (10% owned by Crown Cork & Seal Company, Inc.)	Venezuela
Dominguez & Cia Valencia (100% owned by Dominguez & CIA Caracas, S.A.)	Venezuela
Envases Plasticos Dominguez SA (100% owned by Dominguez & CIA Caracas, S.A.)	Venezuela
Empaques Dominguez SA (100% owned by Dominguez & CIA Caracas, S.A.)	Venezuela
Vietnam
CROWN Beverage Cans Hanoi Limited (76.3% owned by Crown Swire Investment Company Limited (Bermuda))	Vietnam
CROWN Beverage Cans Saigon Limited (70% owned by CROWN Asia Pacific Holdings Limited)	Vietnam

-9-

EXHIBIT A

Selling Restrictions for Offers

and Sales Outside the United States

1. (a) The Securities have not been and will not be registered under the Act and may not be offered or sold (x) within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act and (y) outside the United States except in accordance with Regulation S under the Act. Each Initial Purchasers represents and agrees that, except as otherwise permitted by Section 4(a)(i) of the Agreement to which this is an exhibit, it has offered and sold the Securities, and will offer and sell the Securities, (i) as part of their distribution at any time; and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date (the “distribution compliance period”), only in accordance with Rule 903 of Regulation S under the Act. Accordingly, each Initial Purchaser represents and agrees that neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Initial Purchaser agrees that, at or prior to the confirmation of sale of Securities (other than a sale of Securities pursuant to Section 4(a)(i) of the Agreement to which this is an exhibit), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Terms used above have the meanings given to them by Regulation S.”

(b) Each Initial Purchaser also represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its Affiliates or with the prior written consent of the Issuers.

(c) Terms used in this section have the meanings given to them by Regulation S.

2. Each Initial Purchaser represents and agrees that (i) it has not offered or sold, and, prior to the expiry of six months from the closing of the offering of the Securities will not offer or sell, any Securities to persons in the United Kingdom except to persons whose

A-1

ordinary activities involve them in acquiring, holding, managing or disposing of investments, whether as principal or agent, for purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and the Public Offers of Securities Regulations 1995 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom and (iii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of the FSMA) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company or Holdings.

3. Each Initial Purchaser represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, any Notes to the public in the Republic of France and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in the Republic of France the Preliminary Memorandum, the Final Memorandum or any other offering material relating to the Notes, and such offers, sales and distributions will be made in France only to qualified investors (investisseurs qualifiés) as defined in and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier and Decree no. 98-880 dated 1 October 1998.

4. Each Initial Purchaser represents and agrees that it has not sold and will not sell any Securities, directly or indirectly, in or into Italy until the expiration (without any comments received) of 20 days after the filing by the Initial Purchasers of the notification pursuant to Article 129 of the Italian Banking Act.

A-2

EX-99.1

Exhibit 99.1

Crown Holdings Completes $1 Billion Refinancing

PHILADELPHIA, Sept. 1 /PRNewswire-FirstCall/ — Crown Holdings, Inc. (NYSE: CCK), announced today that it has completed its previously announced refinancing plan. The $1.05 billion refinancing consists of the sale of euro 350 million of 6.25% first priority senior secured notes due 2011 and a new $625 million senior secured credit facility which includes a $500 million revolving and letter of credit facility due in 2010 and a $125 million term loan facility due in 2011. The proceeds from the refinancing are being used to refinance the Company’s existing senior secured credit facility and pay fees and expenses associated with the refinancing.

Alan W. Rutherford, Crown’s Executive Vice President and Chief Financial Officer, commented, “This transaction has enabled the Company to lock in attractive longer term fixed rate debt and reduced spreads to Libor on the senior secured credit facilities in what we believe is a rising interest rate environment. Additionally, the Company’s net U.S. dollar exposure in Europe on its funded debt and its floating rate debt have been reduced.”

Mr. Rutherford continued, “We are extremely pleased that the credit markets have responded to our offer so enthusiastically. Most of the Company’s near-term debt maturities have been extended to 2010 or beyond, and we have substantially enhanced our long-term liquidity. The terms of the new senior secured credit facility also improve the Company’s financial and operating flexibility. At the same time, we continue to focus on our strategic goal of generating free cash flow and delevering the balance sheet.”

While the refinancing is not expected to have a material effect on the Company’s net cash interest cost, the Company will record a non-cash charge of approximately $32 million (approximately $30 million after-tax or $0.18 per diluted share) in the third quarter to write off unamortized fees related to the refinanced debt.

The senior secured notes were issued in a private placement and resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The senior secured notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful. Additional information regarding the refinancing can be obtained in Company SEC filings.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve a number of risks, uncertainties and other factors, which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release to differ are discussed under the caption “Forward-Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2003 and in subsequent filings. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

Crown Holdings, Inc., through its affiliated companies, is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.