CROWN EUROPEAN HOLDINGS SA $725,000,000 10 7/8% Third Priority Senior Secured Notes due 2013 REGISTRATION RIGHTS AGREEMENTCrown Holdings Inc • March 31st, 2003 • Metal cans • New York
as IssuerIndenture • March 31st, 2003 • Crown Holdings Inc • Metal cans • New York
BANK PLEDGE AGREEMENTPledge Agreement • March 31st, 2003 • Crown Holdings Inc • Metal cans • New York
EXECUTION COPY U.S. GUARANTEE AGREEMENT U.S. GUARANTEE AGREEMENT dated as of February 26, 2003, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a "Guarantor" and collectively, the "Guarantors") of CROWN...Guarantee Agreement • March 31st, 2003 • Crown Holdings Inc • Metal cans • New York
CROWN EUROPEAN HOLDINGS SA $1,085,000,000 9 1/2% Second Priority Senior Secured Notes due 2011 (euro)285,000,000 10 1/4% Second Priority Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENTCrown Holdings Inc • March 31st, 2003 • Metal cans • New York
BySecurity Agreement • March 31st, 2003 • Crown Holdings Inc • Metal cans • New York
amongCredit Agreement • March 31st, 2003 • Crown Holdings Inc • Metal cans • New York
CROWN HOLDINGS, INC. and EQUINITI TRUST COMPANY RIGHTS AGREEMENT Dated as of November 7, 2022Rights Agreement • November 7th, 2022 • Crown Holdings Inc • Metal cans • Pennsylvania
Rights Agreement (this “Agreement”), dated as of November 7, 2022, between Crown Holdings, Inc., a Pennsylvania corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as Rights Agent (the “Rights Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 27th, 2023 • Crown Holdings Inc • Metal cans • Pennsylvania
THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective January 1, 2023, (“Effective Date”) between Crown Holdings, Inc. (“Crown” and, with its subsidiaries, the “Company”) and Carlos Baila (the “Executive”).
CROWN EUROPEAN HOLDINGS S.A. as Issuer the Guarantors named herein U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee ELAVON FINANCIAL SERVICES DAC as Paying Agent, Registrar and Transfer Agent INDENTURE Dated as of December 11, 2023 4.750%...Indenture • December 12th, 2023 • Crown Holdings, Inc. • Metal cans • New York
INDENTURE, dated as of December 11, 2023 among Crown European Holdings S.A., a French société anonyme (the “Issuer”), the Guarantors (as defined), U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), Elavon Financial Services DAC, as paying agent (the “Paying Agent”), as registrar (the “Registrar”) and transfer agent (the “Transfer Agent”).
700,000,000 6 1/4% Senior Notes due 2021Registration Rights Agreement • February 2nd, 2011 • Crown Holdings Inc • Metal cans • New York
Crown Holdings, Inc., a Pennsylvania corporation (“Crown”), and the indirect parent company of Crown Americas LLC, a Pennsylvania limited liability company (the “Company”), and Crown Americas Capital Corp. III, a Delaware Corporation (“Crown Americas Capital III” and, together with the Company, the “Notes Issuers”), proposes among other things, that the Notes Issuers issue and sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $700,000,000 aggregate principal amount of their 6 1/4% Senior Notes due 2021 (the “Notes”) upon the terms and conditions set forth in a purchase agreement dated January 18, 2011 (the “Purchase Agreement”) relating to the initial placement of the Notes (the “Initial Placement”). The Notes Issuers’ obligations under the Notes will be unconditionally guaranteed (the “Guarantees”) by Crown and each of Crown’s subsidiaries named in Schedule II to the Purchas
CROWN AMERICAS LLC $500,000,000 5.250% Senior Notes due 2030 REGISTRATION RIGHTS AGREEMENTCrown Holdings Inc • March 21st, 2022 • Metal cans • New York
Crown Holdings, Inc., a Pennsylvania corporation, and the indirect parent company of Crown Americas LLC, a Pennsylvania limited liability company , proposes among other things, that the Company (as defined below) issues and sells to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of its 5.250% Senior Notes due 2030 (the “Notes”) upon the terms and conditions set forth in a purchase agreement dated March 14, 2022 (the “Purchase Agreement”) relating to the initial placement of the Notes (the “Initial Placement”). The Company’s obligations under the Notes will be initially unconditionally guaranteed (the “Guarantees”) by Crown (as defined below) 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 he
FOURTH AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • August 9th, 2011 • Crown Holdings Inc • Metal cans • New York
THIS CREDIT AGREEMENT is dated as of November 18, 2005 and is made by and among CROWN AMERICAS LLC, a Pennsylvania limited liability company, (“U.S. Borrower”), CROWN EUROPEAN HOLDINGS S.A., a corporation organized under the laws of France (“European Borrower”), each of the Subsidiary Borrowers from time to time party hereto, CROWN METAL PACKAGING CANADA LP, a limited partnership organized under the laws of the Province of Ontario, Canada (“Canadian Borrower” and together with U.S. Borrower, European Borrower and the Subsidiary Borrowers, “Borrowers”), CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), CROWN HOLDINGS, INC. a Pennsylvania corporation (“Crown Holdings”) and CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Crown International”) as Parent Guarantors, the undersigned financial institutions, including DEUTSCHE BANK AG NEW YORK BRANCH, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), THE
CROWN HOLDINGS, INC. ISSUANCE BY CROWN EUROPEAN HOLDINGS S.A. OF €550,000,000 0.750% Senior Notes due 2023 Purchase AgreementCrown Holdings Inc • October 25th, 2019 • Metal cans • New York
Crown Holdings, Inc., a Pennsylvania corporation (“Holdings”), and the indirect parent company of Crown European Holdings S.A., a société anonyme organized under the laws of France (the “Issuer”), proposes that the Issuer issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom BNP Paribas (the “Representative”) is acting as representative, €550,000,000 aggregate principal amount of its 0. 750% Senior Notes due 2023 (the “Notes”). The Notes will be fully and unconditionally guaranteed on a senior basis by Holdings and the other guarantors named in Schedule II hereto (together with Holdings, the “Guarantors”; the Guarantors collectively with the Issuer, the “Companies”). The Notes will be issued pursuant to an indenture to be dated as of October 31, 2019 (the “Indenture”) among the Issuer, the Guarantors, U.S. Bank National Association, as trustee (the “Trustee”), Elavon Financial Services DAC, UK Branch, as paying agent, and Elavon Financ
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 5th, 2004 • Crown Holdings Inc • Metal cans • Pennsylvania
THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective July 22, 2004, (“Effective Date”) by and among Crown Cork & Seal Americas, Inc. (the “Company”), Crown Holdings, Inc. (the “Parent”) and Frank J. Mechura (the “Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 26th, 2013 • Crown Holdings Inc • Metal cans • Pennsylvania
THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), effective July 24, 2013, (“Effective Date”) between Crown Holdings, Inc. (the “Company”) and Thomas A. Kelly (the “Executive”).
SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • January 5th, 2016 • Crown Holdings Inc • Metal cans • Pennsylvania
THIS IS AN EMPLOYMENT AGREEMENT (“Agreement”), dated as of December 30, 2015, between Crown Holdings, Inc., (the “Company”), and Timothy J. Donahue (the “Executive”).
SENIOR EXECUTIVE RETIREMENT AGREEMENT BackgroundSenior Executive Retirement Agreement • April 28th, 2017 • Crown Holdings Inc • Metal cans • Pennsylvania
Crown Holdings, Inc. maintains the Crown Senior Executive Retirement Plan (the “Plan”) to provide retirement and death benefits to certain of its key management employees. Didier Sourisseau (the “Participant”), as an executive of the Company, has been selected to participate in the Plan effective April 1, 2017. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the definitions set forth in the Plan, which is incorporated herein and made a part hereof.
CROWN AMERICAS LLC and CROWN AMERICAS CAPITAL CORP. III as Issuers the Guarantors named herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of January 31, 2011Crown Holdings Inc • February 2nd, 2011 • Metal cans • New York
INDENTURE, dated as of January 31, 2011 among Crown Americas LLC, a Pennsylvania limited liability company (“Crown Americas”) and Crown Americas Capital Corp. III, a Delaware corporation (“Capital Corp. III,” and, together with Crown Americas, the “Issuers”), the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
SENIOR EXECUTIVE RETIREMENT AGREEMENT BackgroundSenior Executive Retirement Agreement • May 3rd, 2007 • Crown Holdings Inc • Metal cans • Pennsylvania
Crown Holdings, Inc. (the “Company”) maintains the Crown Senior Executive Retirement Plan (previously known as the Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan) (the “Plan”) to provide retirement and death benefits to certain of its key management employees. The Plan was amended and restated effective January 1, 2005 in order to comply with the requirements of Internal Revenue Code Section 409A and to implement certain design changes. All retirement benefits earned and vested under the Plan as of December 31, 2004 are “grandfathered” and shall continue to be administered under the terms of the Plan as they existed on such date.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, FIRST AMENDMENT TO THE U.S. GUARANTEE AGREEMENT AND FIRST AMENDMENT TO U.S. INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENTCredit Agreement • February 28th, 2019 • Crown Holdings Inc • Metal cans
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, FIRST AMENDMENT TO THE U.S. GUARANTEE AGREEMENT and FIRST AMENDMENT TO U.S. INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT, dated as of March 23, 2018, (this “Amendment”), is entered into among CROWN AMERICAS LLC, a Pennsylvania limited liability company (“Crown Americas”), CROWN EUROPEAN HOLDINGS S.A., a corporation organized under the laws of France (“European Borrower”), each of the Subsidiary Borrowers party hereto, CROWN METAL PACKAGING CANADA LP, a limited partnership organized under the laws of the Province of Ontario, Canada (“Canadian Borrower”, and together with Crown Americas, European Borrower and the Subsidiary Borrowers, “Borrowers”), CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), CROWN HOLDINGS, INC. a Pennsylvania corporation (“Crown Holdings”) and CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Crown International”, and together with CCSC and Crown Holdings, “Parent G
SECOND AMENDED AND RESTATED EURO INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
This SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, herein called this “Agreement”) is dated as of February 26, 2003, amended and restated as of September 1, 2004 and further amended and restated as of November 18, 2005 among (i) DEUTSCHE BANK AG NEW YORK BRANCH, as U.K. administrative agent (as successor to Citibank International PLC, as U.K. administrative agent under the 2004 Credit Agreement) (in such capacity, together with its successors and assigns, “U.K. Administrative Agent” or “Bank Agent”) for the Euro Revolving Lenders, Term B Euro Lenders and any other Lenders that from time to time make Additional Term Loans to any Non-U.S. Subsidiary of Crown Cork & Seal Company, Inc. (“CCSC”) from time to time party to the Credit Agreement (as defined below), (ii) THE BANK OF NOVA SCOTIA, as Canadian administrative agent for the Canadian Revolving Len
SUPPLEMENTAL INDENTURE Dated as of November 18, 2005 to Indenture Dated as of February 26, 2003 Among CROWN EUROPEAN HOLDINGS SA, as Issuer, the GUARANTORS named therein and WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by consolidation to...Supplemental Indenture • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
This SUPPLEMENTAL INDENTURE dated as of November 18, 2005 (“Supplemental Indenture”), is among Crown European Holdings SA, a French société anonyme (the “Company”), the guarantors identified on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank Minnesota, National Association, as trustee under the indenture referred to herein (the “Trustee”).
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...Undertaking Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York
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.
RECEIVABLES PURCHASE AGREEMENT dated as of March 9, 2010 among CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION, as the Seller, CROWN CORK & SEAL USA, INC., as the initial Servicer, the CONDUIT PURCHASERS, ALTERNATE PURCHASERS and FACILITY AGENTS from...Receivables Purchase Agreement • May 10th, 2010 • Crown Holdings Inc • Metal cans • New York
EXHIBIT A Form of Assignment EXHIBIT B Form of Assignment and Acceptance EXHIBIT C Form of Certificate EXHIBIT D-1 Form of Seller Report EXHIBIT D-2 Form of Weekly Report EXHIBIT D-3 Form of Daily Report EXHIBIT E Form of US/Canadian Lock-Box Agreement EXHIBIT F Form of Consent and Agreement EXHIBIT G List of Closing Documents EXHIBIT H Form of Parent Undertaking EXHIBIT I Form of Notice of Purchase
LLC PLEDGE AGREEMENTLLC Pledge Agreement • March 31st, 2003 • Crown Holdings Inc • Metal cans • New York
EXECUTION COPY U.S. INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT -------------------------------------------------- This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended, amended and restated or otherwise modified from time to time in...Intercreditor and Collateral Agency Agreement • March 31st, 2003 • Crown Holdings Inc • Metal cans
SECOND AMENDED AND RESTATED U.S. SECURITY AGREEMENT By CROWN HOLDINGS, INC., CROWN CORK & SEAL COMPANY, INC., CROWN AMERICAS LLC, CROWN INTERNATIONAL HOLDINGS, INC. and THE U.S. SUBSIDIARIES PARTY HERETO, as Grantors and DEUTSCHE BANK AG NEW YORK...Security Agreement • November 25th, 2005 • Crown Holdings Inc • Metal cans • New York
SECOND AMENDED AND RESTATED U.S. SECURITY AGREEMENT (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, this “Agreement”) dated as of February 26, 2003 and amended and restated as of September 1, 2004 and further amended and restated as of November 18, 2005 among Crown Holdings, Inc., a Pennsylvania corporation (“Crown Holdings”), Crown Cork & Seal Company, Inc., a Pennsylvania corporation (“CCSC”), CROWN Americas LLC (f/k/a Crown Americas, Inc. and Crown Cork & Seal Americas, Inc.), a Pennsylvania limited liability company (“Crown Usco”), Crown International Holdings, Inc., a Delaware corporation (“Crown International”), each other U.S. Subsidiary of Crown Holdings listed on Schedule I hereto (collectively, together with each U.S. Subsidiary that becomes a party hereto pursuant to Section 7.15 of this Agreement, the “Subsidiary Guarantors” and, together with Crown Holdings, CCSC, Crown Usco and Crown International, the “Grantors”), and De
CROWN HOLDINGS, INC. and WELLS FARGO BANK, N.A. AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of December 9, 2004Rights Agreement • December 10th, 2004 • Crown Holdings Inc • Metal cans • Pennsylvania
Amended and Restated Rights Agreement (“Rights Agreement”), dated as of December 9, 2004, between Crown Holdings, Inc., a Pennsylvania corporation (the “Company”), and Wells Fargo Bank, N.A. as Rights Agent (the “Rights Agent”).
CROWN HOLDINGS, INC. ISSUANCE BY CROWN EUROPEAN HOLDINGS SA OF €110,000,000 6 1/4% First Priority Senior Secured Notes due 2011 Purchase AgreementCrown Holdings Inc • October 12th, 2004 • Metal cans • New York
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, €110,000,000 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 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
CROWN AMERICAS LLC and CROWN AMERICAS CAPITAL CORP. II as Issuers the Guarantors named herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of May 8, 2009Crown Holdings Inc • May 11th, 2009 • Metal cans • New York
INDENTURE, dated as of May 8, 2009 among Crown Americas LLC, a Pennsylvania limited liability company (“Crown Americas”) and Crown Americas Capital Corp. II, a Delaware corporation (“Capital Corp. II,” and, together with Crown Americas, the “Issuers”), the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
200,000,000 4 1/2% Senior Notes due 2023Agreement • January 17th, 2013 • Crown Holdings Inc • Metal cans • New York
Crown Holdings, Inc., a Pennsylvania corporation (“Crown”), and the indirect parent company of Crown Americas LLC, a Pennsylvania limited liability company (the “Company”), and Crown Americas Capital Corp. IV, a Delaware Corporation (“Crown Americas Capital IV” and, together with the Company, the “Notes Issuers”), proposes among other things, that the Notes Issuers issue and sell to Deutsche Bank Securities Inc. as initial purchaser (the “Initial Purchaser”), $200,000,000 aggregate principal amount of their 4 1/2% Senior Notes due 2023 (the “Notes”) upon the terms and conditions set forth in a purchase agreement dated January 9, 2013 (the “Purchase Agreement”) relating to the initial placement of the Notes (the “Initial Placement”). The Notes Issuers’ obligations under the Notes will be unconditionally guaranteed (the “Guarantees”) by Crown and each of Crown’s subsidiaries named in Schedule II to the Purchase Agreement (collectively, the “Guarantors”). References herein to the “Issuers
SHARED PLEDGE AGREEMENTShared Pledge Agreement • March 31st, 2003 • Crown Holdings Inc • Metal cans • New York
CROWN AMERICAS LLC and CROWN AMERICAS CAPITAL CORP. VI as Issuers the Guarantors named herein and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of January 26, 2018 4.750% Senior Notes due 2026Indenture • February 1st, 2018 • Crown Holdings Inc • Metal cans • New York
INDENTURE, dated as of January 26, 2018 among Crown Americas LLC, a Pennsylvania limited liability company and Crown Americas Capital Corp. VI, a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association, as trustee (the “Trustee”).
