and CROWN CORK & SEAL FINANCE PLC as Issuer (with Guarantee of Crown Cork & Seal Company, Inc.) andIndenture • November 26th, 1996 • Crown Cork & Seal Co Inc • Metal cans • New York
BACKGROUNDConsulting Agreement • May 11th, 2001 • Crown Cork & Seal Co Inc • Metal cans • Pennsylvania
andRights Agreement • May 30th, 2000 • Crown Cork & Seal Co Inc • Metal cans • Pennsylvania
TERMS AGREEMENT --------------- August 25, 1999Terms Agreement • November 5th, 1999 • Crown Cork & Seal Co Inc • Metal cans
RECEIVABLES PURCHASE AGREEMENT RECEIVABLES PURCHASE AGREEMENT dated as of January 26, 2001, as amended and restated as of May 7, 2001 (this "Agreement") among CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION, a Delaware corporation (the "Seller"), CROWN...Receivables Purchase Agreement • August 9th, 2001 • Crown Cork & Seal Co Inc • Metal cans • New York
Exhibit 1.3 3,000,000 Shares Crown Cork & Seal Company, Inc. CONVERTIBLE PREFERRED STOCK ($41.8875 PAR VALUE) UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 24th, 1996 • Crown Cork & Seal Co Inc • Metal cans • New York
Common Stock $0.01 par valueCrown Cork & Seal Co Inc • November 25th, 2002 • Metal cans • New York
BACKGROUNDConsulting Agreement • March 30th, 2000 • Crown Cork & Seal Co Inc • Metal cans • Pennsylvania
RETIREMENT AGREEMENT THIS RETIREMENT AGREEMENT (the "Agreement") is made and entered into this 4th day of January, 2001, by and between William J. Avery (the "Executive") and Crown Cork & Seal Company, Inc. (the "Company"). The Executive and the...Retirement Agreement • May 11th, 2001 • Crown Cork & Seal Co Inc • Metal cans • Pennsylvania
Exhibit 10.1 REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of December 1, 1995Credit and Term Loan Agreement • December 15th, 1995 • Crown Cork & Seal Co Inc • Metal cans • New York
AMENDMENT AND RESTATEMENT dated as of August 5, to and in respect of the Credit Agreement dated as of February 4, 1997, as previously amended and restated on March 2, 2001, and February 4, 2002 (the "Credit Agreement"), among CROWN CORK & SEAL...And • August 9th, 2002 • Crown Cork & Seal Co Inc • Metal cans • New York
made byUndertaking Agreement • August 9th, 2001 • Crown Cork & Seal Co Inc • Metal cans • New York
COMMON STOCK ($5.00 PAR VALUE)Underwriting Agreement • October 24th, 1996 • Crown Cork & Seal Co Inc • Metal cans • New York
amongReceivables Contribution and Sale Agreement • August 9th, 2001 • Crown Cork & Seal Co Inc • Metal cans
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED --------------- BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. Counterparts. This Amendment may be executed in ------------- counterparts (and by...Exhibit 4 • November 13th, 2000 • Crown Cork & Seal Co Inc • Metal cans • New York
EXECUTIVE EMPLOYMENT AGREEMENT THIS IS AN EMPLOYMENT AGREEMENT ("Agreement"), effective January 3, 2000, ("Effective Date") between Crown Cork & Seal Company, Inc., (the "Company"), and Alan W. Rutherford (the "Executive").Executive Employment Agreement • March 30th, 2000 • Crown Cork & Seal Co Inc • Metal cans • Pennsylvania
Exhibit 2.2 This Shareholders Agreement (the "Agreement"), dated as of February 22, 1996, is between Crown Cork & Seal Company, Inc. a corporation organized under the laws of the Commonwealth of Pennsylvania (the "Company"), and Compagnie Generale...Shareholders Agreement • March 18th, 1996 • Crown Cork & Seal Co Inc • Metal cans • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2002 • Crown Cork & Seal Co Inc • Metal cans • Pennsylvania
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of this 20th day of November, 2002, by and between CONSTAR INTERNATIONAL INC., a Delaware corporation (“Constar”) and CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“Crown”).
CUSIP: 228255 AM 7 No.___________ U.S. $_____________ CROWN CORK & SEAL COMPANY, INC. 7-1/8% Notes due 2002 Crown Cork & Seal Company, Inc., a corporation duly organized and existing under the laws of Pennsylvania (herein called the "Issuer", which...Crown Cork & Seal Co Inc • August 27th, 1999 • Metal cans
Crown Cork & Seal Company, Inc., a corporation duly organized and existing under the laws of Pennsylvania (herein called the "Issuer", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co. or registered assigns, the principal sum of _______________________ on September 1, 2002, at the office or agency of the Issuer referred to below and to pay interest thereon from August 30, 1999 or from the most recent interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 1 and September 1 in each year, commencing March 1, 2000, at the rate of 7.125% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of bu
ContractPledge Agreement • March 30th, 2001 • Crown Cork & Seal Co Inc • Metal cans • New York
Reference is made to (a) the Credit Agreement dated as of February 4, 1997, as amended and restated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CCSC, certain Subsidiaries of CCSC which are borrowers thereunder (the “Subsidiary Borrowers” and, together with CCSC, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”) and Chase, as administrative agent (in such capacity, the “Administrative Agent”), and (b) the Guarantee Agreement dated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among each Domestic Subsidiary of CCSC listed on Schedule I thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) and Chase, as collateral agent.
EXECUTIVE EMPLOYMENT AGREEMENT THIS IS AN EMPLOYMENT AGREEMENT ("Agreement"), effective January 3, 2000, ("Effective Date") between Crown Cork & Seal Company, Inc., (the "Company"), and John W. Conway (the "Executive").Executive Employment Agreement • March 30th, 2000 • Crown Cork & Seal Co Inc • Metal cans • Pennsylvania
CONFORMED COPYCredit Agreement • March 28th, 2002 • Crown Cork & Seal Co Inc • Metal cans • New York
AMENDMENT AND RESTATEMENT dated as of February 4, 2002, to and in respect of the Credit Agreement dated as of February 4, 1997, as previously amended and restated on March 2, 2001 (the “Credit Agreement”), among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”); each of the Subsidiary Borrowers referred to herein (the Subsidiary Borrowers and CCSC being collectively called the “Borrowers”); the financial institutions party thereto as lenders (the “Lenders”); and JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), a New York banking corporation, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
Exhibit 2.1 CROWN CORK & SEAL COMPANY, INC. 9300 ASHTON ROAD PHILADELPHIA, PA 19136 Compagnie Generale d'Industrie et de Participations 89, rue Taitbout 75009 Paris, France Gentlemen: Reference is made to the Exchange Offer Agreement dated as of May...Crown Cork & Seal Co Inc • January 2nd, 1996 • Metal cans
July 9, 1998 Compagnie Generale d'Industrie et de Participations 89, rue Taitbout 75009 Paris Attention: Michel Renault Dear Mr. Renault: We refer to Section 3.1 of the Stock Purchase Agreement, dated as of February 3, 1998, between Crown Cork & Seal...Crown Cork & Seal Co Inc • August 13th, 1998 • Metal cans
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 28th, 2002 • Crown Cork & Seal Co Inc • Metal cans • New York
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 8, 2001 (this “Amendment”) among CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION, a Delaware corporation (the “Seller”), CROWN CORK & SEAL COMPANY (USA), INC., a Delaware corporation (“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.
ContractSubrogation and Contribution Agreement • March 30th, 2001 • Crown Cork & Seal Co Inc • Metal cans • New York
INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of March 2, 2001, among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), each of the other Subsidiary Borrowers (as defined in the Credit Agreement referred to below; the Subsidiary Borrowers and CCSC being collectively called the “Borrowers”), each Domestic Subsidiary of CCSC listed on Schedule I hereto (the “Guarantors”) and THE CHASE MANHATTAN BANK (“Chase”), as administrative agent (in such capacity, the “Administrative Agent”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 30th, 2000 • Crown Cork & Seal Co Inc • Metal cans
ContractS. Security Agreement • March 30th, 2001 • Crown Cork & Seal Co Inc • Metal cans • New York
Reference is made to (a) the Credit Agreement dated as of February 4, 1997, as amended and restated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CCSC, certain Subsidiaries of CCSC which are borrowers thereunder (the “Subsidiary Borrowers” and, together with CCSC, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”) and Chase, as administrative agent (in such capacity, the “Administrative Agent”), and (b) the U.S. Guarantee Agreement dated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among the Subsidiaries of CCSC party thereto (the “Subsidiary Guarantors”) and Chase, as collateral agent.
ContractGuarantee Agreement • March 30th, 2001 • Crown Cork & Seal Co Inc • Metal cans
Reference is made to the Credit Agreement dated as of February 4, 1997, as amended and restated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CCSC, certain subsidiaries of CCSC which are borrowers thereunder (together with CCSC, the “Borrowers”) the lenders from time to time party thereto (the “Lenders”), and Chase, as administrative agent for the Lenders. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AmongRevolving Credit and Competitive Advance Facility Agreement • March 31st, 1997 • Crown Cork & Seal Co Inc • Metal cans • New York
October 24, 1996 Lazard Freres & Co. LLC CS First Boston Corporation Salomon Brothers Inc c/o Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, New York 10020 Lazard Capital Markets CS First Boston Limited Salomon Brothers International Limited...Crown Cork & Seal Co Inc • October 24th, 1996 • Metal cans
This letter is in reference to (i) the U.S. Underwriting Agreement (the "U.S. Underwriting Agreement"), to be entered into today among Crown Cork & Seal Company, Inc. ("Crown"), Compagnie Generale d'Industrie et de Participations ("CGIP"), Sofiservice ("Sofiservice" and, together with CGIP the "Selling Stockholders") and Lazard Freres & Co. LLC, CS First Boston Corporation and Salomon Brothers Inc, as representatives of several U.S. underwriters to be named in Schedule I thereto (the "U.S. Underwriters") with respect to up to 8,787,500 shares (the "U.S. Common Shares") of Common Stock, par value $5.00 per share ("Common Stock"), of Crown, (ii) the International Underwriting Agreement (the "International Underwriting Agreement"), to be entered into today among Crown, the Selling Stockholders and Lazard Capital Markets, CS First Boston Limited and Salomon Brothers International Limited, as representatives of the several international underwriters to be named in Schedule I thereto (the "I
ContractCollateral Sharing Agreement • March 30th, 2001 • Crown Cork & Seal Co Inc • Metal cans • New York
COLLATERAL SHARING AGREEMENT, dated as of March 2, 2001, among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), the Subsidiaries of CCSC referred to in Section 5.13 hereof (collectively with CCSC, the “Grantors”) and THE CHASE MANHATTAN BANK (“Chase”), as collateral agent.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 26th, 2003 • Crown Cork & Seal Co Inc • Metal cans
This AGREEMENT AND PLAN OF MERGER, dated as of February 24, 2003 (the “Plan”), is entered into by and among Crown Cork & Seal Company, Inc., a Pennsylvania corporation (“CCK” and after the Effective Time, the “Surviving Corporation”), Crown Holdings, Inc., a Pennsylvania corporation (“Crown Holdings”), and Crown Merger Sub, Inc., a Pennsylvania corporation (“Merger Sub”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 26th, 2003 • Crown Cork & Seal Co Inc • Metal cans • Pennsylvania
THIS AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (the “Rights Agreement”) dated as of May 25, 2000, by and between Crown Cork & Seal Company, Inc., a Pennsylvania corporation (the “Company”), and Equiserve Trust Company, N.A., successor to First Chicago Trust Company of New York, as Rights Agent (the “Rights Agent”) is entered into this 24th day of February, 2003 by and between the Company and the Rights Agent.
FOR USE ONLY BY HOLDERS OF CERTIFICATES OF REGISTRATION IN RESPECT OF CARNAUDMETALBOX SHARES ----------------------------------------------- THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO...Crown Cork & Seal Co Inc • January 2nd, 1996 • Metal cans
