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EURO PLEDGE AGREEMENT
By
CROWN CORK & SEAL COMPANY, INC.
CROWN CORK & SEAL AMERICAS, INC.
CROWN INTERNATIONAL HOLDINGS, INC.
and
THE DOMESTIC SUBSIDIARIES PARTY HERETO,
as Pledgors
and
CITICORP TRUSTEE COMPANY LIMITED,
as Euro Collateral Agent
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Dated as of February 26, 2003
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TABLE OF CONTENTS
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Page
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SECTION 1. Pledge ................................................................................................3
SECTION 2. Delivery of the Collateral.............................................................................4
SECTION 3. Representations, Warranties and Covenants..............................................................4
SECTION 4. Registration in Nominee Name; Denominations............................................................5
SECTION 5. Voting Rights; Dividends and Interest, etc.............................................................5
SECTION 6. Remedies upon Default..................................................................................6
SECTION 7. Application of Proceeds of Sale........................................................................8
SECTION 8. Euro Collateral Agent Appointed Attorney-in-Fact.......................................................8
SECTION 9. Waivers; Amendment.....................................................................................8
SECTION 10. Securities Act, etc...................................................................................9
SECTION 11. Registration, etc.....................................................................................9
SECTION 12. Security Interest Absolute...........................................................................10
SECTION 13. Termination; Release.................................................................................10
SECTION 14. Notices..............................................................................................11
SECTION 15. Further Assurances...................................................................................11
SECTION 16. Binding Effect; Several Agreement; Assignment........................................................11
SECTION 17. Survival of Agreement; Severability..................................................................11
SECTION 18. GOVERNING LAW........................................................................................12
SECTION 19. Counterparts.........................................................................................12
SECTION 21. Jurisdiction; Consent to Service of Process..........................................................12
SECTION 22. WAIVER OF JURY TRIAL.................................................................................12
SECTION 23. Additional Pledgors..................................................................................13
SECTION 24. Execution of Financing Statements....................................................................13
SECTION 25. Certain Definitions..................................................................................13
SCHEDULES
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Schedule I Domestic Subsidiaries
Schedule II Capital Stock
ANNEXES
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Annex I Form of Supplement to Euro Pledge Agreement
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EURO PLEDGE AGREEMENT
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EURO PLEDGE AGREEMENT (as amended, amended and restated, supplemented or
otherwise modified from time to time, this "Agreement") dated as of February 26,
2003, among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (
"CCSC"), CROWN CORK & SEAL AMERICAS, INC., a Pennsylvania corporation ("Crown
Usco"), CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation ("Crown
International"), each Domestic Subsidiary (as hereinafter defined) 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
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A. 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 societe 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, the lenders from time to time party thereto (the "Lenders"),
Citi/SSB, 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"),
Deutsche Bank Securities, Inc. ("DBSI"), as syndication agent (in such capacity,
together with its successors and assigns in such capacity, the "Syndication
Agent") DBSI and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Inc. ("SSB"), as joint lead arrangers and
as joint bookrunners (in such capacities, together with its successors and
assigns in such capacities, the "Joint Lead Arrangers") and ABN AMRO
Incorporated, as joint bookrunner and ABN AMRO N.V., as documentation agent (in
such capacity, together with its successors and assigns in such capacity, the
"Documentation Agent") have entered into that certain credit agreement dated as
of the date hereof, (as amended, amended and restated, supplemented 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 (as defined in the Credit Agreement and hereinafter referred to as the
"Loans") and issue certain Letters of Credit (as defined in the Credit
Agreement) to or for the account of the Borrowers upon the terms and subject to
the conditions set forth in the Credit Agreement.
B. 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 the
Receivables Subsidiary (each as defined in the Credit Agreement)) 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 or become co-obligors of the
obligations of the Borrowers under the Credit Agreement and the other Loan
Documents (as amended, amended and restated, supplemented 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").
C. It is contemplated that, to the extent permitted by the Credit
Agreement, Euro Borrower or any of its subsidiaries may from time to time enter
into one or more hedging agreements (collectively, the "Bank Related Hedging
Agreements") with any counterparty that was the U.K. Administrative 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 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, be
secured hereunder to the extent that the Bank Related Hedging Exchanger executes
and delivers to the Euro Collateral Agent an acknowledgment to the Euro
Intercreditor Agreement (as hereinafter defined) in the form annexed thereto
("Intercreditor Acknowledgment"), agreeing to be bound by the terms thereof at
any time prior to the payment in full of the Obligations.
D. It is contemplated that, to the extent permitted by the Credit
Agreement, Euro Borrower 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 Euro Collateral 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 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, be secured hereunder to the extent that the Bank Related
Cash Management Exchanger executes and delivers to the Euro Collateral Agent an
Intercreditor Acknowledgment.
E. 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.
F. 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.
G. 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 and the
other Financing 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 and the other the
Financing Documents), in each case whether (i) such obligations are direct or
indirect, secured or unsecured, joint or several, absolute or
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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 (as defined in the Credit
Agreement) (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 directors' qualifying shares, to the extent that applicable law requires
that a Subsidiary of the Pledgor issue 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 clause (a), (b) and (c) 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.
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Notwithstanding any other provision hereof, if any Collateral
constitutes Restricted Securities, then such Collateral shall not secure any
Obligations constituting Exempted Indebtedness to the extent that such
Obligations constitute Restricted Secured Indebtedness; provided that (i) if any
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 Public Debt or (ii) the Public Debt ceases to to be
outstanding or no longer restricts the ability of any Pledgor to pledge
Restricted Securities without also securing the Public 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 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 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 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 Section 5.18(a)(ii) of the Credit Agreement, the Euro Collateral
Agent will obtain a valid and perfected first lien upon and sec-
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urity 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.
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
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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 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
repre-
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sent 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 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.
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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, demand, ▇▇▇ 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 en-
-8-
title 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 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 ▇▇▇▇▇ ▇▇▇▇ 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,
-9-
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 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; 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 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 documents that such Pledgor shall reasonably request to evidence
such termination or release. Any execution and delivery of 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.
-10-
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 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
-11-
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
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
-12-
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.
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:
"Euro Intercreditor Agreement" shall mean that certain
intercreditor Agreement dated as of the date hereof (as amended, amended and
restated, supplemented or otherwise modified from time to time,) by and among
CCSC, Crown Holdings, Crown Usco, 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 in accordance with the provisions thereof.
"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
Public Debt, as such indenture, agreement or instrument is in effect on the date
hereof.
"Financing Documents" means, collectively, the Loan Documents,
the Bank Related Hedging Agreements and the Bank Related Cash Management
Agreements.
"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 Public 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 Public Debt as
such indentures, agreements or instruments are in effect on the date hereof.
-13-
"Secured Parties" means the Euro Collateral Agent (for its
benefit and for the benefit of the Term B Euro Lenders and the Revolving Euro
Lenders), U.K. Administrative Agent, the Syndication Agent, the Documentation
Agent, the Joint Lead Arrangers, the Bank Related Hedging Exchangers, the Bank
Related Cash Management Exchangers.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-14-
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
CROWN CORK & SEAL AMERICAS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Officer
Address:
CROWN CORK & SEAL COMPANY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
Address:
CROWN INTERNATIONAL HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
Address:
U.S. SUBSIDIARIES
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Officer
Address:
Central States Can Co. of Puerto Rico, Inc.
Crown Beverage Packaging, Inc.
Crown Consultants, Inc.
Crown Cork & Seal Technologies Corporation
Crown Cork de Puerto Rico, Inc.
Crown Financial Management, Inc.
Crown Overseas Investments Corporation
Eyelet Specialty Co., Inc.
Eyelet, Inc.
Foreign Manufacturers Finance Corporation
Hocking Valley Leasing Company
Nationwide Recyclers' Inc.
▇▇▇▇▇▇-AMS (USA), Inc.
▇▇▇▇▇▇ Plastik, Inc.
U.S. SUBSIDIARIES
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
Address:
Crown Cork & Seal Company (PA), Inc.
Crown Holdings (PA), LLC
Crown New Delaware Holdings, Inc.
U.S. SUBSIDIARIES
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Officer
Address:
Crown Financial Corporation
Crown Cork & Seal Company (USA), Inc.
U.S. SUBSIDIARIES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Officer
Address:
Crown Cork & Seal Company (DE), LLC
CITIBANK INTERNATIONAL plc,
as Euro Collateral Agent
By: /s/ ▇▇▇▇ ▇'▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇'▇▇▇▇
Title: Vice President
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: [____________]
Telecopy: [(212) _______]
Schedule I to the
Euro Pledge Agreement
U.S. SUBSIDIARIES
Name Address
Crown Cork & Seal Company (PA), Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Crown Financial Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Foreign Manufacturers Finance Corporation ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Nationwide Recyclers' Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Crown Beverage Packaging, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Crown Consultants, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Crown Cork & Seal Technologies Corporation ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Crown Financial Management, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Crown Cork & Seal Company (USA), Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Crown Overseas Investments Corporation ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Hocking Valley Leasing Company ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇ (▇▇▇) Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Eyelet Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Eyelet Specialty Co., Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Plastik, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Crown Cork de Puerto Rico, Inc. Km 12 Hm6 65th Infantry Avenue, P. O. ▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Can Co. of Puerto Rico, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Crown Cork & Seal Company (DE), LLC ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Crown New Delaware Holdings, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Crown Holdings (PA), LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Schedule II to the
Euro Pledge Agreement
Pledged Stock
Issuer Number of Certificate Registered Owner Number and Class of Percentage of
------ --------------------- ---------------- -------------------- -------------
Shares/Type of Shares/Interest
Interest Pledged
Crown Cork de Argentina N/A Crown Cork & Seal 80,484 shares 34.9%
S.A. Americas, Inc.
Crown Cork de Argentina N/A Foreign Manufacturers 114 shares 0.1%
S.A. Finance Corporation
Aluplata S.A. N/A Crown Cork & Seal 5,525,271 shares 35%
(Argentina) Americas, Inc.
Crown Brazil Holdings N/A Crown Cork & Seal 5,421,543 shares 34.9%
Ltda Americas, Inc.
Crown Brazil Holdings N/A Foreign Manufacturers 69 shares 0.1%
Ltda Finance Corporation
▇▇▇▇▇▇-AMS (Canada), N/A ▇▇▇▇▇▇-AMS (USA), Inc. 35 shares 35%
Inc.
▇▇▇▇▇▇ Plastik Canada, C-3 ▇▇▇▇▇▇ Plastik, Inc. 264 common 35%
Inc.
P-3 430 preferred
Crown Holdings Chile N/A Crown Cork & Seal 32.6%
S.A. Americas, Inc.
Crown Holdings Chile N/A Foreign Manufacturers 2.4%
S.A. Finance Corporation
Inversiones Litometal N/A Crown Cork & Seal 104,999,888 shares 34.9%
S.A. (Colombia) Company, Inc.
Crown Cork Centro N/A Crown Cork & Seal 20,932,000 shares 35%
Americana, S.A. (Costa Americas, Inc.
Rica)
Crown Cork de N/A Crown Cork & Seal 765 shares 34.86%
Guatemala, S.A. Americas, Inc.
Crown Cork de N/A Foreign Manufacturers 5 shares 0.14%
Guatemala, S.A Finance Corporation
Aerosales Y Latas de N/A Crown Cork & Seal 207 shares 34.5%
Guatemala, S.A. Americas, Inc.
Aerosales Y Latas de N/A Foreign Manufacturers 3 shares 0.5%
Guatemala, S.A. Finance Corporation
Constar Holding de N/A Crown Cork & Seal 3,500 shares 35%
Mexico, S.A. de C.V. Americas, Inc.
▇▇▇▇▇▇ Plastik de 5 ▇▇▇▇▇▇ Plastik, Inc. 921,316 shares 35%
Mexico S.A. de C.V.
Crown Developpement SNC N/A Crown International 25,676,953 shares 25%
Holdings, Inc.
Crown Developpement SNC N/A Crown Overseas 9,870,786 shares 10%
Investments
Corporation
Copaq Trading S.A. N/A Crown Cork & Seal 17 shares 35%
(Uruguay) Americas, Inc.
Shorelink Ltd. N/A Crown Cork & Seal .7 shares 35%
Americas, Inc.
Annex I to the
Euro Pledge Agreement
SUPPLEMENT NO. [ ] dated as of [ ], to the EURO PLEDGE AGREEMENT (the
"Euro Pledge Agreement") dated as of [ ], 2003, among CROWN CORK & SEAL COMPANY,
INC., a Pennsylvania corporation ( "CCSC"), CROWN CORK & SEAL AMERICAS, INC., a
Pennsylvania corporation ("Crown Usco"), CROWN INTERNATIONAL, INC., a Delaware
corporation ("Crown International"), each Domestic Subsidiary (as defined
therein) listed on Schedule I thereto (collectively, together with each Domestic
Subsidiary that becomes a party thereto pursuant to Section 23 of the Euro
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
hereinafter defined) for the Secured Parties (as defined in the Euro 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 Pledge Agreement in order to
induce the Revolving Euro Lenders and Term B Euro Lenders to make Revolving Euro
Loans and Term B 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 Pledge Agreement as a Pledgor upon becoming a
Domestic Subsidiary. Section 23 of the Euro Pledge Agreement provides that such
Subsidiaries may become Pledgors under the Euro 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
Pledge Agreement.
Accordingly, the Euro Collateral Agent and the New Pledgor agree as
follows:
SECTION 1. In accordance with Section 23 of the Euro Pledge Agreement, the
New Pledgor by its signature below becomes a Pledgor under the Euro Pledge
Agreement with the same force and effect as if originally named therein as a
Pledgor and the New Pledgor hereby agrees (a) to all the terms and provisions of
the Euro 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 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 Pledge
Agreement) of the New Pledgor. Each reference to a "Pledgor" in the Euro Pledge
Agreement shall be deemed to include the New Pledgor. The Euro 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 amend and modify
Schedule II to the Euro Pledge Agreement).
SECTION 5. Except as expressly supplemented hereby, the Euro 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 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 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.
-2-
IN WITNESS WHEREOF, the New Pledgor and the Euro Collateral Agent have duly
executed this Supplement to the Euro 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 Pledge Agreement
Pledged Securities of the New Pledgor
-------------------------------------
PLEDGED STOCK
Number of Number and Percentage
Issuer Certificate Registered Owner Class of Shares of Shares
----------------- ----------------- ---------------- --------------- ----------
