EX-4.2


 Exhibit 4.2 
  

 
  

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 2026 
  
  

 






 CROSS-REFERENCE TABLE 
  

			
	TIA	  	Indenture
	 Section
	  	Section
	 310 (a)(1)
	  	7.10
	        (a)(2)
	  	7.10
	        (a)(3)
	  	N.A.
	        (a)(4)
	  	N.A.
	        (a)(5)
	  	N.A.
	        (b)
	  	7.10
	        (b)(1)
	  	7.10
	        (c)
	  	N.A.
	 311 (a)
	  	7.11
	        (b)
	  	7.11
	        (c)
	  	N.A.
	 312 (a)
	  	N.A.
	        (b)
	  	11.03
	        (c)
	  	11.03
	 313 (a)
	  	7.06
	        (b)(1)
	  	N.A.
	        (b)(2)
	  	7.06
	        (c)
	  	7.06; 11.02
	        (d)
	  	7.06
	 314 (a)
	  	4.06; 4.16(b)
	        (b)
	  	N.A.
	        (c)(1)
	  	N.A.
	        (c)(2)
	  	N.A.
	        (c)(3)
	  	N.A.
	        (d)
	  	N.A.
	        (e)
	  	N.A.
	        (f)
	  	N.A.
	 315 (a)
	  	N.A.
	        (b)
	  	N.A.
	        (c)
	  	N.A.
	        (d)
	  	N.A.
	        (e)
	  	N.A.
	 316 (a) (last sentence)
	  	N.A.
	        (a)(1)(A)
	  	6.05
	        (a)(1)(B)
	  	6.04(a)
	        (a)(2)
	  	N.A.
	        (b)
	  	N.A.
	        (c)
	  	N.A.
	 317 (a)(1)
	  	N.A.
	        (a)(2)
	  	N.A.
	        (b)
	  	N.A.
	 318 (a)
	  	N.A.

  
  

N.A. means Not Applicable 
 Note: This Cross-Reference Table shall
not, for any purpose, be deemed to be a part of this Indenture 






 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	 ARTICLE ONE 
	  

	
	 DEFINITIONS AND INCORPORATION BY REFERENCE 
	  

			
	 SECTION 1.01.
	  	Definitions	  	 	1	 
	 SECTION 1.02.
	  	Incorporation by Reference of Trust Indenture Act	  	 	21	 
	 SECTION 1.03.
	  	Rules of Construction	  	 	21	 
	
	 ARTICLE TWO 
	  

	
	 THE SECURITIES 
	  

			
	 SECTION 2.01.
	  	Amount of Notes	  	 	22	 
	 SECTION 2.02.
	  	Form and Dating; Legends	  	 	22	 
	 SECTION 2.03.
	  	Execution and Authentication	  	 	23	 
	 SECTION 2.04.
	  	Registrar and Paying Agent	  	 	23	 
	 SECTION 2.05.
	  	Paying Agent To Hold Money	  	 	24	 
	 SECTION 2.06.
	  	Noteholder Lists	  	 	24	 
	 SECTION 2.07.
	  	Transfer and Exchange	  	 	25	 
	 SECTION 2.08.
	  	Replacement Notes	  	 	25	 
	 SECTION 2.09.
	  	Outstanding Notes	  	 	26	 
	 SECTION 2.10.
	  	Treasury Notes	  	 	26	 
	 SECTION 2.11.
	  	Temporary Notes	  	 	27	 
	 SECTION 2.12.
	  	Cancellation	  	 	27	 
	 SECTION 2.13.
	  	Defaulted Interest	  	 	27	 
	 SECTION 2.14.
	  	CUSIP and ISIN Numbers	  	 	28	 
	 SECTION 2.15.
	  	Deposit of Moneys	  	 	28	 
	 SECTION 2.16.
	  	Book-Entry Provisions for Global Notes	  	 	28	 
	 SECTION 2.17.
	  	Transfer and Exchange of Notes	  	 	30	 
	 SECTION 2.18.
	  	Computation of Interest	  	 	37	 
	 SECTION 2.19.
	  	Joint and Several Liability	  	 	37	 
	
	 ARTICLE THREE 
	  

	
	 REDEMPTION 
	  

			
	 SECTION 3.01.
	  	Election To Redeem; Notices to Trustee	  	 	38	 
	 SECTION 3.02.
	  	Selection by Trustee of Notes To Be Redeemed	  	 	38	 
	 SECTION 3.03.
	  	Notice of Redemption	  	 	38	 
	 SECTION 3.04.
	  	Effect of Notice of Redemption	  	 	39	 
	 SECTION 3.05.
	  	Deposit of Redemption Price	  	 	39	 


  
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	 	  	 	  	Page	 
	 SECTION 3.06.
	  	Notes Redeemed in Part	  	 	40	 
	 SECTION 3.07.
	  	Mandatory Redemption	  	 	40	 
	 SECTION 3.08.
	  	Special Mandatory Redemption	  	 	40	 
	
	 ARTICLE FOUR 
	  

	
	 COVENANTS 
	  

			
	 SECTION 4.01.
	  	Payment of Notes	  	 	40	 
	 SECTION 4.02.
	  	Maintenance of Office or Agency	  	 	41	 
	 SECTION 4.03.
	  	Legal Existence	  	 	41	 
	 SECTION 4.04.
	  	Compliance with Law	  	 	42	 
	 SECTION 4.05.
	  	Waiver of Stay, Extension or Usury Laws	  	 	42	 
	 SECTION 4.06.
	  	Compliance Certificate	  	 	42	 
	 SECTION 4.07.
	  	Taxes	  	 	43	 
	 SECTION 4.08.
	  	Repurchase at the Option of Holders upon Change of Control Repurchase Events	  	 	43	 
	 SECTION 4.09.
	  	[Reserved]	  	 	46	 
	 SECTION 4.10.
	  	[Reserved]	  	 	46	 
	 SECTION 4.11.
	  	Limitation on Liens	  	 	46	 
	 SECTION 4.12.
	  	[Reserved]	  	 	46	 
	 SECTION 4.13.
	  	[Reserved]	  	 	46	 
	 SECTION 4.14.
	  	[Reserved]	  	 	46	 
	 SECTION 4.15.
	  	Limitation on Sale and Leaseback Transactions	  	 	46	 
	 SECTION 4.16.
	  	Reports to Holders	  	 	47	 
	 SECTION 4.17.
	  	Additional Note Guarantees	  	 	48	 
	
	 ARTICLE FIVE 
	  

	
	 SUCCESSOR CORPORATION 
	  

			
	 SECTION 5.01.
	  	Consolidation, Merger and Sale of Assets	  	 	48	 
	 SECTION 5.02.
	  	Successor Person Substituted	  	 	50	 
	
	 ARTICLE SIX 
	  

	
	 DEFAULTS AND REMEDIES 
	  

			
	 SECTION 6.01.
	  	Events of Default	  	 	51	 
	 SECTION 6.02.
	  	Acceleration of Maturity; Rescission	  	 	53	 
	 SECTION 6.03.
	  	Other Remedies	  	 	53	 
	 SECTION 6.04.
	  	Waiver of Existing Defaults and Events of Default	  	 	54	 
	 SECTION 6.05.
	  	Control by Majority	  	 	54	 
	 SECTION 6.06.
	  	Limitation on Suits	  	 	55	 


  
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	 	  	 	  	Page	 
	 SECTION 6.07.
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	55	 
	 SECTION 6.08.
	  	Rights of Holders To Receive Payment	  	 	56	 
	 SECTION 6.09.
	  	Collection Suit by Trustee	  	 	56	 
	 SECTION 6.10.
	  	Trustee May File Proofs of Claim	  	 	56	 
	 SECTION 6.11.
	  	Priorities	  	 	57	 
	 SECTION 6.12.
	  	Undertaking for Costs	  	 	57	 
	
	 ARTICLE SEVEN 
	  

	
	 TRUSTEE 
	  

			
	 SECTION 7.01.
	  	Duties of Trustee	  	 	57	 
	 SECTION 7.02.
	  	Rights of Trustee	  	 	59	 
	 SECTION 7.03.
	  	Individual Rights of Trustee	  	 	61	 
	 SECTION 7.04.
	  	Trustee’s Disclaimer	  	 	61	 
	 SECTION 7.05.
	  	Notice of Defaults	  	 	61	 
	 SECTION 7.06.
	  	Reports by Trustee to Holders	  	 	62	 
	 SECTION 7.07.
	  	Compensation and Indemnity	  	 	62	 
	 SECTION 7.08.
	  	Replacement of Trustee	  	 	63	 
	 SECTION 7.09.
	  	Successor Trustee by Consolidation, Merger, etc.	  	 	64	 
	 SECTION 7.10.
	  	Eligibility; Disqualification	  	 	65	 
	 SECTION 7.11.
	  	Preferential Collection of Claims Against Issuers	  	 	65	 
	 SECTION 7.12.
	  	Paying Agents	  	 	65	 
	 SECTION 7.13.
	  	Communications	  	 	66	 
	
	 ARTICLE EIGHT 
	  

	
	 AMENDMENT, SUPPLEMENT AND WAIVER 
	  

			
	 SECTION 8.01.
	  	Without Consent of Noteholders	  	 	66	 
	 SECTION 8.02.
	  	With Consent of Noteholders	  	 	67	 
	 SECTION 8.03.
	  	Compliance with Trust Indenture Act	  	 	69	 
	 SECTION 8.04.
	  	Revocation and Effect of Consents	  	 	69	 
	 SECTION 8.05.
	  	Notation on or Exchange of Notes	  	 	69	 
	 SECTION 8.06.
	  	Trustee To Sign Amendments, etc.	  	 	70	 
	
	 ARTICLE NINE 
	  

	
	 DISCHARGE OF INDENTURE; DEFEASANCE 
	  

			
	 SECTION 9.01.
	  	Discharge of Indenture	  	 	70	 
	 SECTION 9.02.
	  	Legal Defeasance	  	 	71	 
	 SECTION 9.03.
	  	Covenant Defeasance	  	 	72	 


  
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	 	  	 	  	Page	 
	 SECTION 9.04.
	  	Conditions to Defeasance or Covenant Defeasance	  	 	72	 
	 SECTION 9.05.
	  	Deposited Money and U.S. Government Obligations To Be Held in Trust	  	 	74	 
	 SECTION 9.06.
	  	Reinstatement	  	 	75	 
	 SECTION 9.07.
	  	Moneys Held by Paying Agent	  	 	75	 
	 SECTION 9.08.
	  	Moneys Held by Trustee	  	 	75	 
	
	 ARTICLE TEN 
	  

	
	 GUARANTEE OF SECURITIES 
	  

			
	 SECTION 10.01.
	  	Guarantee	  	 	76	 
	 SECTION 10.02.
	  	Execution and Delivery of Note Guarantee	  	 	77	 
	 SECTION 10.03.
	  	Release of Guarantors	  	 	77	 
	 SECTION 10.04.
	  	Waiver of Subrogation	  	 	78	 
	 SECTION 10.05.
	  	Notice to Trustee	  	 	79	 
	 SECTION 10.06.
	  	Limitation on Guarantor’s Liability	  	 	79	 
	
	 ARTICLE ELEVEN 
	  

	
	 MISCELLANEOUS 
	  

			
	 SECTION 11.01.
	  	Trust Indenture Act Controls	  	 	80	 
	 SECTION 11.02.
	  	Notices	  	 	80	 
	 SECTION 11.03.
	  	Communications by Holders with Other Holders	  	 	82	 
	 SECTION 11.04.
	  	Certificate and Opinion as to Conditions Precedent	  	 	82	 
	 SECTION 11.05.
	  	Statements Required in Certificate and Opinion	  	 	82	 
	 SECTION 11.06.
	  	Rules by Trustee and Agents	  	 	83	 
	 SECTION 11.07.
	  	Business Days; Legal Holidays	  	 	83	 
	 SECTION 11.08.
	  	Governing Law	  	 	83	 
	 SECTION 11.09.
	  	No Adverse Interpretation of Other Agreements	  	 	83	 
	 SECTION 11.10.
	  	Successors	  	 	83	 
	 SECTION 11.11.
	  	Multiple Counterparts	  	 	83	 
	 SECTION 11.12.
	  	Table of Contents, Headings, etc.	  	 	83	 
	 SECTION 11.13.
	  	Separability	  	 	84	 
	 SECTION 11.14.
	  	Waiver of Jury Trial	  	 	84	 
	 SECTION 11.15.
	  	Force Majeure	  	 	84	 
	 SECTION 11.16.
	  	Submission to Jurisdiction	  	 	84	 
	 SIGNATURES
	  		  	 	S-1	 


  
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	 	  	 	  	Page	 
		  	EXHIBITS	  			
			
	 Exhibit A-1.
	  	Form of Restricted Note	  	 	A-1-1	 
	 Exhibit A-2.
	  	Form of Unrestricted Note	  	 	A-2-1	 
	 Exhibit B.
	  	Form of Private Placement Legend	  	 	B-1	 
	 Exhibit C.
	  	Form of Legend for Global Note	  	 	C-1	 
	 Exhibit D.
	  	Form of OID Legend	  	 	D-1	 
	 Exhibit E.
	  	Form of Temporary Regulation S Legend	  	 	E-1	 
	 Exhibit F.
	  	Form of Certificate of Transfer	  	 	F-1	 
	 Exhibit G.
	  	Form of Certificate of Exchange	  	 	G-1	 
	 Exhibit H.
	  	Form of Certificate from Acquiring Institutional Accredited Investor	  	 	H-1	 
	 Exhibit I.
	  	Form of Note Guarantee	  	 	I-1	 

  

  
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 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”). 

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes. 

ARTICLE ONE 
 DEFINITIONS AND
INCORPORATION BY REFERENCE 
 SECTION 1.01. Definitions. 

“Additional Interest” has the meaning set forth for such term in the Registration Rights Agreement. 

“Additional Notes” has the meaning set forth in Section 2.01. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control
with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. 
 “Agent” means any Registrar, Paying Agent, or agent for service or notices and demands. 

“Agent Members” has the meaning set forth in Section 2.16. 

“amend” means to amend, supplement, restate, amend and restate or otherwise modify; and “amendment” shall
have a correlative meaning. 
 “Applicable Treasury Rate” for any Make-Whole Redemption Date, means the yield to maturity
at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior
to such Make-Whole Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Make-Whole Redemption Date to February 1, 2021;
provided, however, that if the period from the Make-Whole Redemption Date to February 1, 2021 is not equal to the constant 






 
maturity of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given except that if the period from the Make-Whole Redemption Date to February 1, 2021 is
less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 

“asset” means any asset or property, whether real, personal or mixed, tangible or intangible. 

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction, at the time of determination, the lesser of
(1) the sale price of the property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such transaction and the denominator of which is the base term of such lease, and
(2) the total obligation (discounted to the present value at the implicit interest factor, determined in accordance with GAAP, included in the rental payments) of the lessee for rental payments (other than amounts required to be paid on account
of property taxes as well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction. Notwithstanding
the foregoing, if such Sale and Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.” 

“Authorized Person” means any person who is designated in writing by the Issuer from time to time to give Instructions to the
Trustee or Agent under the terms of this Indenture. 
 “Bankruptcy Law” means Title 11 of the United States Code, as
amended, or any similar federal, state, local or foreign law for the relief of debtors. 
 “Board of Directors” means, with
respect to any Person, the board of directors or comparable governing body of such Person. 
 “Business Day” has the
meaning set forth in Section 11.07. 
 “Capital Corp. VI” means Crown Americas Capital Corp. VI, a Delaware
corporation, until a successor replaces such party pursuant to Article Five of this Indenture. 
 “Capital Lease
Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be so required to be capitalized on the balance sheet in accordance with GAAP. 

  
 -2- 







 “Capital Stock” means: 

(1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; and 
 (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited). 
 “Change of Control” means the
occurrence of any of the following: 
 (1) any Transfer (other than by way of merger or consolidation) of all or
substantially all of the assets of Parent and its Subsidiaries taken as a whole to any “person” (as defined in Section 13(d) of the Exchange Act) or “group” (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act)
other than any Transfer to Parent or one or more Subsidiaries of Parent or any Transfer to one or more Permitted Holders; 

(2) the adoption of a plan for the liquidation or dissolution of Parent or an Issuer (other than in a transaction that complies
with Article Five); 
 (3) the consummation of any transaction or series of related transactions (including, without
limitation, by way of merger or consolidation), the result of which is that any “person” (as defined above) or “group” (as defined above), other than one or more Permitted Holders, becomes, directly or indirectly, the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the voting power of the Voting Stock of Parent;
provided, however, that a transaction in which Parent becomes a Wholly Owned Subsidiary of another Person (other than a Person that is an individual) (the “New Parent”) shall not constitute a Change of Control if (a) the
shareholders of Parent immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly through one or more
intermediaries, at least a majority of the total voting power of the outstanding Voting Stock of such New Parent, immediately following the consummation of such transaction, and (b) immediately following the consummation of such transaction, no
“person” (as defined above”), other than a Permitted Holder or a holding company satisfying the requirements of this clause, “beneficially owns” (as defined above) directly or indirectly through one or more intermediaries, a
majority of the total voting power of the outstanding Voting Stock of such New Parent; 
 (4) during any consecutive two-year period, the first day on which a majority of the members of the Board of Directors of Parent who were members of the Board of Directors of Parent at the beginning of such period are not Continuing
Directors; or 

  
 -3- 







 (5) the first day on which Parent fails to own, either directly or indirectly
through one or more Wholly Owned Subsidiaries, 100% of the issued and outstanding Equity Interests of Crown, Crown Americas or Capital Corp. VI. 

“Change of Control Offer” has the meaning set forth in Section 4.08. 

“Change of Control Payment” has the meaning set forth in Section 4.08. 

“Change of Control Payment Date” has the meaning set forth in Section 4.08. 

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Ratings Event. 

“Commission” means the United States Securities and Exchange Commission. 

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its
Subsidiaries for such period, plus, to the extent deducted in computing Consolidated Net Income: 
 (1) provision for
taxes based on income or profits of such Person and its Subsidiaries for such period; 
 (2) Consolidated Interest Expense of
such Person for such period; 
 (3) depreciation and amortization (including amortization of goodwill and other intangibles)
and all other non-cash charges (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period; and 

(4) any non-recurring restructuring charges or expenses of such Person and its
Subsidiaries for such period, 
 in each case, on a consolidated basis determined in accordance with GAAP. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization and other non-cash charges and non-recurring restructuring charges or expenses of, a
Subsidiary of a Person shall be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent (and in the same proportion) that the net income or loss of such Subsidiary was included in calculating the Consolidated Net Income of
such Person. 

  
 -4- 







 “Consolidated Interest Expense” means, with respect to any Person for any
period, the interest expense of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP (including amortization of original issue discount and deferred financing costs, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, capitalized interest, net payments, if any, pursuant to Hedging Obligations and imputed interest with
respect to Attributable Debt). 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate
of the net income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 

(1) the net income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or distributions paid to the referent Person or (subject to clause (4) below) a Subsidiary thereof in cash; 

(2) the cumulative effect of a change in accounting principles shall be excluded; 

(3) the net income of any Subsidiary of such Person shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that net income is not permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, law, statute, rule or governmental
regulation applicable to that Subsidiary or its stockholders; 
 (4) in the case of a successor to such Person by
consolidation or merger or as a transferee of such Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets shall be excluded; 

(5) any net gain or loss resulting from an asset disposition by the Person in question or any of its Subsidiaries other than in
the ordinary course of business shall be excluded; 
 (6) extraordinary gains and losses shall be excluded; 

(7) any fees, charges, costs and expenses incurred in connection with the Financing Transaction shall be excluded; and 

(8) (a) the amount of any write-off of deferred financing costs or of indebtedness
issuance costs and the amount of charges related to any premium paid in connection with repurchasing or refinancing indebtedness shall be excluded and (b) all non-recurring expenses and charges relating
to such repurchase or refinancing of indebtedness or relating to any incurrence of indebtedness, in each case, whether or not such transaction is consummated, shall be excluded. 

  
 -5- 







 “Consolidated Net Tangible Assets” means, with respect to any specified Person
as of any date, the total assets of such Person and its Subsidiaries as of the most recent fiscal quarter end for which a consolidated balance sheet of such Person and its Subsidiaries is available as of that date, minus (a) all current
liabilities of such Person and its Subsidiaries reflected on such balance sheet (excluding any current liabilities for borrowed money having a maturity of less than 12 months but by its terms being renewable or extendible beyond 12 months from such
date at the option of the borrower) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets of such Person and its Subsidiaries reflected on such balance sheet, as
determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Secured Indebtedness” means, with respect to
any specified Person as of any date, (a) the total amount of Indebtedness of such Person and its Subsidiaries as of the most recent consolidated balance sheet of such Person and its Subsidiaries that is available as of that date that is secured
by a Lien on the assets or property of such specified Person or any of its Subsidiaries or upon shares of Capital Stock or Indebtedness of any of its Subsidiaries, as determined on a consolidated basis in accordance with GAAP, plus
(b) the total amount of Capital Lease Obligations of such Person and its Subsidiaries as of the most recent consolidated balance sheet of such Person and its Subsidiaries that is available as of that date, as determined on a consolidated basis
in accordance with GAAP, plus (c) the total amount of Attributable Debt in respect of Sale and Leaseback Transactions of such Person and its Subsidiaries as of such date. 

“Consolidated Secured Leverage Ratio” means, with respect to any specified Person as of any date, the ratio of (a) the
Consolidated Secured Indebtedness of such Person as of such date to (b) the Consolidated EBITDA of such Person for the four most recent full fiscal quarters ending immediately prior to such date for which internal financial statements are
available. In the event that the specified Person or any of its Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness that is secured by a Lien on the assets or property of such
Person or any of its Subsidiaries or upon shares of stock or Indebtedness of any of its Subsidiaries (other than ordinary working capital borrowings) subsequent to the commencement of the period for which such Consolidated EBITDA is being calculated
and on or prior to the date on which the event for which the calculation of the Consolidated Secured Leverage Ratio is made (the “Calculation Date”), then the Consolidated Secured Leverage Ratio will be calculated giving pro forma
effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter
reference period. 

  
 -6- 







 In addition, for purposes of calculating the Consolidated Secured Leverage Ratio: 

(1) acquisitions and dispositions that have been made by the specified Person or any of its Subsidiaries, including through
mergers or consolidations, or any Person or any of its Subsidiaries acquired by the specified person or any of its Subsidiaries, and including any related financing transactions and giving effect to the application of proceeds from any dispositions,
during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated EBITDA for such reference
period will be calculated without giving effect to clause (4) of the proviso set forth in the definition of Consolidated Net Income; and 

(2) the Consolidated EBITDA attributable to discontinued operations, as determined with GAAP, and operations or businesses
disposed of prior to the Calculation Date, will be excluded, 
 provided that to the extent that clause (1) or (2) of this paragraph requires
that pro forma effect be given to an acquisition, disposition or discontinued operations, as applicable, such pro forma calculation shall be made in good faith by a responsible financial or accounting officer of Parent (and may include, for the
avoidance of doubt and without duplication, cost savings, synergies and operating expense resulting from such acquisition whether or not such cost savings, synergies or operating expense reductions would be allowed under Regulation S-X promulgated by the Commission or any other regulation or policy of the Commission). 

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the relevant Person
who: 
 (1) was a member of such Board of Directors on the Issue Date; or 

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such nomination or election. 
 “Corporate Trust
Office” means, solely for purposes of presenting the Notes for payment, U.S. Bank National Association, as agent, located at 111 Fillmore Ave E St. Paul, MN 55107 and, for all other purposes the office of the Trustee at which any time its
corporate trust business shall be administered, which at the date hereof is located at the address listed in Section 11.02, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuers, or the
principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuers). 

  
 -7- 







 “Covenant Defeasance” has the meaning set forth in Section 9.03. 

“Credit Facilities” means one or more debt facilities (including, without limitation, the Existing Credit Facility) or
commercial paper facilities or capital markets financings, in each case with banks or other lenders providing for revolving credit loans, term loans, notes or letters of credit, in each case as any such agreement may be amended or refinanced,
including any agreement(s) extending the maturity of or refinancing (including increasing the amount of available borrowings thereunder or adding Parent or Subsidiaries of Parent as borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement(s) or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders or creditor or group of creditors. 

“Crown” means Crown Cork & Seal Company, Inc., a Pennsylvania corporation, until a successor replaces such party
pursuant to Article Five of this Indenture. 
 “Crown Americas” means Crown Americas LLC, a Pennsylvania limited liability
company, until a successor replaces such party pursuant to Article Five of this Indenture. 
 “Default” means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
 “Depository” means,
with respect to the Global Notes, The Depository Trust Company or another Person designated as depository by the Issuers, which Person must be a clearing agency registered under the Exchange Act. 

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable, except to the extent such capital stock is exchangeable into Indebtedness at the option of the issuer thereof and only subject to the terms of any debt instrument to which such issuer is a party), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, or convertible or exchangeable into Indebtedness on or prior to
the date on which the Notes mature. 
 “Domestic Subsidiary” means any Subsidiary organized under the laws of the United
States, any State thereof or the District of Columbia, other than any such Subsidiary that for U.S. federal income tax purposes is treated as a partnership or disregarded as an entity separate from its sole owner and that is a Subsidiary of a
Subsidiary of Parent that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended. 

  
 -8- 







 “Equity Interests” means Capital Stock and all warrants, options or other rights
to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity
Offering” means any public or private sale of common stock (other than Disqualified Stock) of Parent (other than public offerings pursuant to Form S-8 or otherwise relating to Equity Interests
issuable under any employee benefit plan of Parent). 
 “Event of Default” has the meaning set forth in Section 6.01.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder. 
 “Exchange Notes” means debt securities of the Issuers with terms substantially identical to the
Notes issued in exchange for an equal principal amount of Notes pursuant to an exchange offer registered under the Securities Act in accordance with the terms of the Registration Rights Agreement. 

“Existing Credit Facility” means the Amended and Restated Credit Agreement dated as of April 7, 2017, as amended by the
First Amendment to the Amended and Restated Credit Agreement dated as of December 28, 2017 and as amended by the Incremental Amendment No. 1 to the Amended and Restated Credit Agreement to be dated as of the Issue Date and be made
effective on the closing date of the Signode Acquisition, as such agreement may be further amended or refinanced, including any agreement(s) extending the maturity of or refinancing (including increasing the amount of available borrowings thereunder
or adding Parent or Subsidiaries of Parent as borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement(s) or any successor or replacement agreement(s) and whether by the same or any other agent, lender or group
of lenders or creditor or group of creditors. 
 “Financing Transaction” means issuance of the Notes issued on the Issue
Date and the application of the net proceeds thereof as described in the Offering Memorandum. 
 “Fiscal Year” means the
fiscal year of the Issuers, which at the date hereof ends on December 31. 
 “GAAP” means generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Issue Date. 

  
 -9- 







 “Global Note Legend” means the legend substantially in the form set forth in
Exhibit C. 
 “Global Notes” has the meaning set forth in Section 2.16. 

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including, without limitation, through letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness. “Guarantee” when used as a verb shall have a
corresponding meaning. 
 “Guarantor” means: 

(1) Parent; 

(2) each Domestic Subsidiary that executes and delivers a Note Guarantee pursuant to Section 4.17; and 

(3) each Subsidiary that otherwise executes and delivers a Note Guarantee, 

in each case, until such time as such Person is released from its Note Guarantee in accordance with the provisions of this Indenture. 

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under: 

(1) any interest rate protection agreements including, without limitation, interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements; 
 (2) any foreign exchange contracts, currency swap agreements or other
agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates; 

(3) any commodity futures contract, commodity option or other similar arrangement or agreement designed to protect such Person
against fluctuations in the prices of commodities; and 
 (4) indemnity agreements and arrangements entered into in
connection with the agreements and arrangements described in clauses (1), (2) and (3) above. 
 “Holder” or
“Noteholder” means the Person in whose name a Note is registered on the Registrar’s books. 

  
 -10- 







 “Indebtedness” means, with respect to any specified Person, any indebtedness of
such Person, in respect of borrowed money, whether evidenced by credit agreements, bonds, notes, debentures or similar instruments or letters of credit, or reimbursement agreements in respect thereof. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any Principal Property of the specified Person or any of its Subsidiaries or upon the shares of Capital Stock or Indebtedness of any Subsidiary of the specified Person, whether or not such
Indebtedness is assumed by the specified Person, and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person or any liability of any person, whether or not contingent and whether or not it
appears on the balance sheet of such Person. 
 The amount of any Indebtedness outstanding as of any date will be: 

(1) the accreted value of the Indebtedness, in the case of any Indebtedness that does not require the current payment of interest; 

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: 

(a) the fair market value (as determined in good faith by Parent) of such assets at the date of determination; and 

(b) the amount of the Indebtedness of the other Person. 

For avoidance of doubt, a letter of credit or analogous instrument will not constitute Indebtedness until it has been drawn upon. 

“Indenture” means this Indenture as amended, restated or supplemented from time to time. 

“Initial Purchasers” means Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, BNP Paribas Securities Corp., Santander Investment Securities Inc., Wells Fargo Securities, LLC, Mizuho Securities USA LLC, TD Securities (USA) LLC, Scotia Capital (USA) Inc., Credit Agricole Securities (USA)
Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC, PNC Capital Markets LLC, UniCredit Bank AG, SMBC Nikko Securities America, Inc., BBVA Securities Inc., Rabo Securities USA, Inc. and MUFG Securities Americas Inc. 

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act. 

  
 -11- 







 “Instructions” means any written notices, written directions or written
instructions received by the Trustee or the Agent in accordance with the provisions of this Indenture from an Authorized Person or from a person reasonably believed by the Trustee or the Agent to be an Authorized Person. 

“interest” means, with respect to the Notes, interest and Additional Interest, if any. 

“Interest Payment Date” means the stated maturity of an installment of interest on the Notes. 

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories
of Moody’s), a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) and the equivalent Investment Grade credit rating from any additional Rating Agency
or Rating Agencies selected by Parent. 
 “Issue Date” means January 26, 2018, the date on which Notes were first
issued under this Indenture. 
 “Issuers” means Crown Americas and Capital Corp. VI. 

“Legal Defeasance” has the meaning set forth in Section 9.02. 

“Legal Holiday” has the meaning set forth in Section 11.07. 

“Lien” means, with respect to any asset, any mortgage, deed of trust, deed to secure debt, debenture, lien, pledge, charge,
security interest, hypothecation or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction). 

“Losses” means any and all claims, losses, liabilities, damages, costs, expenses and judgments (including legal fees and
expenses) sustained by either party. 
 “Make-Whole Premium” means with respect to a Note at any Make-Whole Redemption
Date, an amount equal to the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess, if any, of (x) the present value at such Make-Whole Redemption Date of the sum of the principal amount that would be payable on such
Note on February 1, 2021 and all remaining interest payments to and including February 1, 2021 (but excluding any interest accrued to the Make-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from February 1, 2021 to the Make-Whole Redemption Date at a per annum interest rate equal to the Applicable Treasury
Rate on such Make-Whole Redemption Date plus 0.50%, over (y) the outstanding principal amount of such Note. 

  
 -12- 







 “Make-Whole Redemption” has the meaning set forth in paragraph 5 of the Notes.

 “Make-Whole Redemption Date” means with respect to a Make-Whole Redemption, the date such Make Whole Redemption is
effectuated. 
 “Maturity Date” when used with respect to any Note, means the date on which the principal amount of such
Note becomes due and payable as therein or herein provided. 
 “Moody’s” means Moody’s Investors Services, Inc.
and its successors. 
 “Non-U.S. Person” means a Person who is not a U.S. Person.

 “Note Guarantee” means any Guarantee of the obligations of the Issuers under this Indenture and the Notes by any Person
in accordance with the provisions of this Indenture. 
 “Notes” means the 4.750% Senior Notes due 2026 issued by the
Issuers, including, without limitation, the Exchange Notes issued in exchange therefor and any Additional Notes, treated as a single class of securities, as amended from time to time in accordance with the terms hereof, that are issued pursuant to
this Indenture. 
 “Offering Memorandum” means the Offering Memorandum of the Issuers, dated January 18, 2018,
relating to the offering of the Notes on the Issue Date. 
 “Officers” means, with respect to any Person, the Chairman,
President, Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, any Senior Vice President, any Vice President of such Person or any other authorized officer or director of such Person. 

“Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman, President or Chief
Executive Officer of such Person, or the equivalent thereof, and the Chief Financial Officer, Controller, Treasurer, any Senior Vice President or any Vice President of such Person, or the equivalent thereof, that shall comply with applicable
provisions of this Indenture. 
 “Opinion of Counsel” means a written opinion from legal counsel who is reasonably
acceptable to the Trustee. Such counsel may be an employee of or counsel to Parent or any of its Subsidiaries. 

  
 -13- 







 “Parent” means Crown Holdings, Inc., a Pennsylvania corporation, until a
successor replaces such party pursuant to Article Five of this Indenture and thereafter the successor. 
 “Paying Agent”
has the meaning set forth in Section 2.04. 
 “Payment Default” has the meaning set forth in Section 6.01. 

“Permitted Holders” means collectively, the executive officers of Parent on the Issue Date. 

“Permitted Liens” means: 

(1) Liens securing Indebtedness on any Principal Property existing at the time of its acquisition and Liens created
contemporaneously with or within 360 days after (or created pursuant to firm commitment financing arrangements obtained within that period) the later of (a) the acquisition or completion of construction or completion of substantial
reconstruction, renovation, remodeling, expansion or improvement (each, a “substantial improvement”) of such Principal Property or (b) the placing in operation of such Principal Property after the acquisition or completion of
any such construction or substantial improvement; 
 (2) Liens on property or assets or shares of Capital Stock or
Indebtedness of a Person existing at the time it is merged, combined or amalgamated with or into or consolidated with, or its assets or Capital Stock are acquired by, Parent or any of its Subsidiaries or it otherwise becomes a Subsidiary of Parent,
provided, however, that in each case (a) the Indebtedness secured by such Lien was not incurred in contemplation of such merger, combination, amalgamation, consolidation, acquisition or transaction in which Person becomes a
Subsidiary of Parent and (b) such Lien extends only to the Capital Stock and assets of such Person (and Subsidiaries of such Person) and/or to property other than Principal Property or the Capital Stock or Indebtedness of any Subsidiary of
Parent; 
 (3) Liens securing Indebtedness in favor of Parent and/or one or more of its Subsidiaries; 

(4) Liens in favor of or required by a governmental unit in any relevant jurisdiction, including any departments or
instrumentality thereof, to secure payments under any contract or statute, or to secure debts incurred in financing the acquisition or construction of or improvements or alterations to property subject thereto; 

  
 -14- 







 (5) Liens in favor of any customer arising in respect of and not exceeding the
amount of performance deposits and partial, progress, advance or other payments by that customer for goods produced or services rendered to that customer in the ordinary course of business and consignment arrangements (whether as consignor or as
consignee) or similar arrangements for the sale or purchase of goods in the ordinary course of business; 
 (6) Liens
existing on the date of this Indenture; 
 (7) Liens to secure any extension, renewal, refinancing, refunding or replacement
(or successive extensions, renewals, refinancings, refundings or replacements), in whole or in part, of any Indebtedness secured by Liens referred to in clauses (1) through (6) above or clauses (10) or (12) below or Liens created in
connection with any amendment, consent or waiver relating to such Indebtedness, so long as (a) such Lien is limited to (i) all or part of substantially the same property which secured the Lien extended, renewed, refinanced, refunded or
replaced and/or (ii) property other than Principal Property or the Capital Stock or Indebtedness of any Principal Property Subsidiary of Parent and (b) the amount of Indebtedness secured is not increased (other than by the amount equal to
any costs, expenses, premiums, fees or prepayment penalties incurred in connection with any extension, renewal, refinancing, refunding or replacement); 

(8) Liens in respect of cash in connection with the operation of cash management programs and Liens associated with the
discounting or sale of letters of credit and customary rights of set off, banker’s Lien, revocation, refund or chargeback or similar rights under deposit disbursement, concentration account agreements or under the Uniform Commercial Code or
arising by operation of law; 
 (9) Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the
purpose of defeasing Indebtedness of Parent or any of its Restricted Subsidiaries, and legal or equitable encumbrances deemed to exist by reason of negative pledges; 

(10) Liens securing Indebtedness in an aggregate principal amount not to exceed, as of the date of such Indebtedness is
incurred, the amount that would cause the Consolidated Secured Leverage Ratio of Parent to be greater than 3.00 to 1.00 as of such date of incurrence; 

(11) Liens on or sales of receivables; 

(12) other Liens, in addition to those permitted in clauses (1) through (11) above, securing Indebtedness having an
aggregate principal amount (including all outstanding Indebtedness incurred pursuant to clause (7) above to extend, renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (12)), measured as of
the date of the incurrence of any such Indebtedness (after 

  
 -15- 







 
giving pro forma effect to the application of the proceeds therefrom), taken together with the amount of all Attributable Debt of Parent and its Restricted Subsidiaries at that time
outstanding relating to Sale and Leaseback Transactions permitted under Section 4.15, not to exceed 15% of the Consolidated Net Tangible Assets of Parent measured as of the date any such Indebtedness is incurred (after giving pro forma
effect to the application of the proceeds therefrom and any transaction in connection with which such Indebtedness is being incurred); 

(13) landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s or other like
Liens, in any case incurred in the ordinary course of business with respect to amounts (a) not yet delinquent or (b) being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; 

(14) Liens for taxes, assessments or governmental charges or claims or other like statutory Liens, that (a) are not yet
delinquent or (b) are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; 
 (15) (a) Liens in the form of zoning restrictions, easements, licenses, reservations, covenants,
conditions or other restrictions on the use of real property or other minor irregularities in title (including leasehold title) that do not (i) secure Indebtedness or (ii) in the aggregate materially impair the value or marketability of
the real property affected thereby or the occupation, use and enjoyment in the ordinary course of business of Parent and the Restricted Subsidiaries at such real property and (b) with respect to leasehold interests in real property, mortgages,
obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of such leased property encumbering the landlord’s or owner’s interest in such leased property;

 (16) Liens in the form of pledges or deposits securing bids, tenders, contracts (other than contracts for the payment of
Indebtedness) or leases, warranties, statutory or regulatory obligations or self-insurance arrangements arising in the ordinary course of business, bankers’ acceptances, surety and appeal bonds, performance bonds and other obligations of a
similar nature to which Parent or any Restricted Subsidiary is a party, in each case, made in the ordinary course of business; 

(17) Liens securing Hedging Obligations not entered into for speculative purposes or securing letters of credit that support
such Hedging Obligations; and 
 (18) Liens resulting from operation of law with respect to any judgments, awards or orders
to the extent that such judgments, awards or orders do not cause or constitute a Default under this Indenture. 

  
 -16- 







 For purposes of clauses (10) and (12) above, (a) with respect to any revolving credit
facility secured by a Lien, the full amount of Indebtedness that may be borrowed thereunder will deemed to be incurred at the time any revolving credit commitment thereunder is first extended or increased and will not be deemed to be incurred when
such revolving credit facility is drawn upon and (b) if a Lien by Parent or any of its Restricted Subsidiaries is granted to secure Indebtedness that was previously unsecured, such Indebtedness will be deemed to be incurred as of the date such
Indebtedness is secured. 
 “Person” means an individual, partnership, corporation, limited liability company,
unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof. 
 “Physical
Notes” means certificated Notes in registered form. 
 “principal” of a Note means the principal of the Note plus
the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time. 
 “Principal
Property” means any manufacturing plant or manufacturing facility owned (excluding any equipment or personalty located therein) by Parent or any of its Subsidiaries located within the continental United States that has a net book value in
excess of 1.5% of the Consolidated Net Tangible Assets of Parent. For purposes of this definition, net book value will be measured at the time the relevant Lien is being created, at the time the relevant secured Indebtedness is incurred or at the
time the relevant Sale and Leaseback Transaction is entered into, as applicable. 
 “Principal Property Subsidiary” means
any Subsidiary that owns, operates or leases one or more Principal Properties. 
 “Private Placement Legend” means the
legend substantially in the form set forth in Exhibit B. 
 “Qualified Capital Stock” means any capital stock that
is not Disqualified Capital Stock. 
 “Qualified Institutional Buyer” shall have the meaning specified in Rule 144A
promulgated under the Securities Act. 
 “Rating Agency” means (1) each of Moody’s and S&P and (2) if
either Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of Parent’s control, a “nationally recognized statistical rating organization” within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by Parent as a replacement agency for Moody’s or S&P, or both, as the case may be. 

  
 -17- 







 “Rating Date” means the date that is 60 days prior to the earlier of (a) a
Change of Control or (b) public notice of the occurrence of a Change of Control or the intention by Parent to effect a Change of Control. 

“Ratings Event” means the occurrence of the events described in (1) or (2) of this definition on, or within 60 days of
the earlier of, (i) the occurrence of a Change of Control or (ii) public notice of the occurrence of a Change of Control or the intention by Parent to effect a Change of Control (which period shall be extended so long as the rating of the
Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies): 
 (1) if the Notes
are rated by one or both Rating Agencies on the Rating Date as Investment Grade, the rating of the Notes shall be reduced so that the Notes are rated below Investment Grade by both Rating Agencies; or 

(2) if the Notes are rated below Investment Grade by both Rating Agencies on the Rating Date, the rating of the Notes shall
remain rated below Investment Grade by both Rating Agencies. 
 “Redemption Date” when used with respect to any Note to be
redeemed pursuant to paragraph 5 of the Notes means the date fixed for such redemption pursuant to the terms of this Indenture and the Notes. 

“Registrar” has the meaning set forth in Section 2.04. 

“Registration Rights Agreement” means the registration rights agreement dated January 26, 2018 among the Issuers, the
Guarantors and the Initial Purchasers relating to the Notes issued on the Issue Date. 
 “Regulation S” means Regulation S
promulgated under the Securities Act. 
 “Regulation S Global Note” has the meaning set forth in Section 2.16. 

“Regulation S Legend” means the legend substantially in the form set forth in Exhibit E. 

“Regulation S Notes” has the meaning set forth in Section 2.02. 

“Responsible Officer” means, when used with respect to the Trustee, any officer in the Corporate Trust Department of the
Trustee including any vice president, assistant vice president or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, and to whom any
corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of this Indenture. 

  
 -18- 







 “Restricted Global Note” means a Global Note that is a Restricted Note. 

“Restricted Note” has the same meaning as “restricted security” set forth in Rule 144(a)(3) promulgated under the
Securities Act; provided that the Trustee shall be entitled to request (at the expense of the Company) and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note. 

“Restricted Period” has the meaning set forth in Section 2.17. 

“Restricted Physical Note” means a Physical Note that is a Restricted Note. 

“Restricted Subsidiary” means a Subsidiary which is organized under the laws of the United States or any State thereof or the
District of Columbia. 
 “Rule 144” means Rule 144 promulgated under the Securities Act. 

“Rule 144A” means Rule 144A promulgated under the Securities Act. 

“Rule 144A Global Note” has the meaning set forth in Section 2.16. 

“Rule 144A Notes” has the meaning set forth in Section 2.02. 

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw Hill Corporation, Inc., and its
successors. 
 “Sale and Leaseback Transaction” has the meaning set forth in Section 4.15. 

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

“Signode” means Signode Industrial Group Holdings (Bermuda) Ltd., a Bermuda exempted company. 

  
 -19- 







 “Signode Acquisition” means the acquisition of Signode by Parent pursuant to
that certain Agreement and Plan of Merger, dated as of December 19, 2017, as amended, amended and restated or otherwise modified from time to time. 

“Subsidiary” means, with respect to any Person: 

(1) any corporation, association or other business entity of which more than 50% of the total voting power of Voting Stock is
at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof). 

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S. Code §§
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.03). 
 “Transfer” means to
sell, assign, transfer, lease (other than pursuant to an operating lease entered into in the ordinary course of business), convey or otherwise dispose of, including by Sale and Leaseback Transaction, consolidation, merger, liquidation, dissolution
or otherwise, in one transaction or a series of transactions. 
 “Trustee” means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means the successor. 
 “Unrestricted Global Note”
means a Global Note that is not a Restricted Note. 
 “Unrestricted Notes” means Notes that are not Restricted Notes. 

“Unrestricted Physical Note” means a Physical Note that is not a Restricted Note. 

“U.S. Government Obligations” means marketable direct obligations issued by, or unconditionally guaranteed by, the United
States Government or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States of America that, in each case, mature within one year from the date of acquisition thereof and are not callable or
redeemable at the option of the issuer thereof. 
 “U.S. Person” means a “U.S. person” as defined in
Rule 902(k) under the Securities Act. 

  
 -20- 







 “Voting Stock” means any class or classes of Capital Stock pursuant to which the
holders thereof have power to vote in the election of directors, managers or trustees of any Person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening
of any contingency). 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding
Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned
Subsidiaries of such Person. 
 SECTION 1.02. Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by
Commission rule have the meanings therein assigned to them. 
 SECTION 1.03. Rules of Construction. 

Unless the context otherwise requires: 

(1) a term has the meaning assigned to it herein, whether defined expressly or by reference; 

(2) “or” is not exclusive; 

(3) words in the singular include the plural, and in the plural include the singular; 

(4) words used herein implying any gender shall apply to both genders; 

(5) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subsection; 
 (6) unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; 

(7) “$” and “U.S. Dollars” each refer to United States dollars, or such other money of the United States of
America that at the time of payment is legal tender for payment of public and private debts; 

  
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 (8) “will” shall be interpreted to express a command; and 

(9) “including” means including without limitation. 

ARTICLE TWO 
 THE SECURITIES 

SECTION 2.01. Amount of Notes. 
 The
Trustee shall initially authenticate $875,000,000 aggregate principal amount of Notes for original issue on the Issue Date upon a written order of the Issuers in the form of an Officers’ Certificate of the Issuers (other than as provided in
Section 2.08). The Trustee shall authenticate additional Notes (“Additional Notes”) thereafter in unlimited amount (so long as permitted by the terms of this Indenture) for original issue upon a written order of the Issuers in
the form of an Officers’ Certificate in aggregate principal amount as specified in such order (other than as provided in Section 2.08). Each such written order shall specify the principal amount of Notes to be authenticated and the date on
which the Notes are to be authenticated. 
 SECTION 2.02. Form and Dating; Legends. 

The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A-1 (in the case of the Restricted Notes) and Exhibit A-2 (in the case of Unrestricted Notes), each of which is incorporated in and forms a part of this
Indenture. Each Note shall be dated the date of its authentication. 
 The Notes may have notations, legends or endorsements required by
law, rule or usage to which the Issuers are subject. Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”), Notes offered and sold in
offshore transactions in reliance on Regulation S (“Regulation S Notes”) and all other Restricted Notes shall bear the Private Placement Legend. All Global Notes shall bear the Global Note Legend. Regulation S Notes shall bear the
Regulation S Legend. 
 Each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. Federal Income
Tax purposes shall bear a legend substantially in the form set forth on Exhibit D. 
 The terms and provisions contained in the Notes
shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree
to be bound thereby. If there is a conflict between the terms of the Notes and this Indenture, the terms of this Indenture shall govern. 

  
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 The Notes may be presented for registration of transfer and exchange at the offices of the
Registrar. 
 SECTION 2.03. Execution and Authentication. 

The Notes shall be executed on behalf of the Issuers by two Officers of each Issuer. The signature of any of these Officers on the Notes may be
manual, facsimile, .pdf attachment or other electronically transmitted signature. 
 If an Officer whose signature is on a Note was an
Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation
as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the Notes. Unless otherwise
provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. 

Notes shall be issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. 
 SECTION 2.04. Registrar and Paying Agent. 

The Issuers shall maintain (a) an office or agency where Notes may be presented for registration of transfer or for exchange (the
“Registrar”), (b) an office or agency in the Borough of Manhattan, The City of New York, the State of New York or in the city in the 

  
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United States in which the Trustee’s Corporate Trust Office is located, where Notes may be presented for payment (the “Paying Agent”) and (c) an office or agency where
notices and demands to or upon the Issuers, if any, in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Registrar shall provide a copy of such register
from time to time upon request of the Issuers. The Issuers may have one or more co-registrars and one or more additional Paying Agents. The term “Registrar” includes any co-registrars. The term “Paying Agents” means the Paying Agent and any additional Paying Agents. An Issuer or any Affiliate thereof may act as Registrar or a Paying Agent. 

The Issuers shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a
party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuers shall notify the Trustee of the name and address of any such Agent. If the Issuers fail to maintain a Registrar or any
required co-registrar or Paying Agent, or fail to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07. 

The Issuers initially appoint the Trustee as Registrar and Paying Agent. 

SECTION 2.05. Paying Agent To Hold Money. 

The Paying Agent shall hold for the Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or
interest on the Notes (whether such money has been paid to it by the Issuers, one or more of the Guarantors or any other obligor on the Notes), and the Issuers and the Paying Agent shall notify the Trustee of any default by an Issuer (or any other
obligor on the Notes) in making any such payment. Money held by a Paying Agent need not be segregated except as required by law and in no event shall a Paying Agent be liable for any interest on any money received by it hereunder. The Issuers at any
time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written
request to a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon making such payment, such Paying Agent shall have no further liability for the money delivered
to the Trustee. 
 SECTION 2.06. Noteholder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of the Noteholders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least five Business Days before each Interest Payment Date, and at such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses of the Noteholders. 

  
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 SECTION 2.07. Transfer and Exchange. 

Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a
transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and
exchanges, the Issuers shall issue and execute and, upon receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall
execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuers may require from the Noteholder payment
of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08 or 8.05 (in which
events the Issuers shall be responsible for the payment of such taxes). The Issuer shall not be required to transfer or exchange any Note selected for redemption. The Registrar shall not be required to exchange or register a transfer of any Note for
a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part. 

Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may
be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. By its acceptance of any Note
bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this
Indenture. 
 SECTION 2.08. Replacement Notes. 

If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken, the Issuers shall issue and, upon receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate a replacement Note (and the Guarantors
shall execute the Guarantees thereon) if the Holder of such Note furnishes to the Issuers and the Trustee evidence reasonably acceptable to them of the ownership and 

  
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the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date
of this Indenture are met. If required by the Trustee or the Issuers, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuers, the Guarantors, the Trustee, the Registrar and any Paying Agent from any loss that any
of them may suffer if such Note is replaced. The Issuers may charge such Holder for the Issuers’ reasonable out-of-pocket expenses in replacing such Note and the
Trustee may charge the Issuers for the Trustee’s out-of-pocket expenses (including, without limitation, attorneys’ fees and disbursements) in replacing such
Note. Every replacement Note shall constitute a contractual obligation of the Issuers. 
 SECTION 2.09. Outstanding Notes. 

The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those canceled by or on behalf
of the Trustee, (b) those accepted by the Trustee for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in Section 9.01 or 9.02 have been satisfied, those
Notes theretofore authenticated by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because an Issuer or one of its Affiliates
holds the Note. 
 If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof
satisfactory to the Trustee that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuers. 

If a Paying Agent holds, in its capacity as such, on any Maturity Date, U.S. Dollars sufficient to pay all accrued interest and principal with
respect to the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall cease to be outstanding and interest on them shall
cease to accrue. 
 SECTION 2.10. Treasury Notes. 

In determining whether the Holders of the required principal amount of Notes have concurred in any declaration of acceleration or notice of
default or direction, waiver or consent or any amendment, modification or other change to this Indenture, Notes owned by an Issuer or any other Affiliate of an Issuer shall be disregarded as though they were not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes as to which a Responsible Officer of the Trustee has
actually received an Officers’ Certificate stating that such Notes are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee
the pledgee’s right so to act with respect to the Notes and that the pledgee is not an Issuer, a Guarantor, any other obligor on the Notes or any of their respective Affiliates. 

  
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 SECTION 2.11. Temporary Notes. 

Until definitive Notes are prepared and ready for delivery, the Issuers may prepare and, upon receipt of a written order of the Issuers in the
form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuers consider
appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and, upon receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall
authenticate definitive Notes in exchange for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes. 

SECTION 2.12. Cancellation. 
 An Issuer at
any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner. The Issuers may not reissue or resell or issue new Notes to replace Notes that an Issuer has
redeemed or paid, or that have been delivered to the Trustee for cancellation. 
 SECTION 2.13. Defaulted Interest. 

If the Issuers default on a payment of interest on the Notes, the Issuers shall pay the defaulted interest then borne by the Notes plus (to the
extent permitted by law) any interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders thereof on a subsequent special record date, which date shall be at least five Business Days prior to the
payment date. The Issuers shall fix such special record date and payment date in a manner satisfactory to the Trustee. At least 10 days before such special record date, the Issuers shall mail to each affected Noteholder a notice that states the
special record date, the payment date and the amount of defaulted interest, and interest payable on defaulted interest, if any, to be paid. The Issuers may make payment of any defaulted interest in any other lawful manner not inconsistent with the
requirements (if applicable) of any securities exchange on which the Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Issuers to the Trustee of the proposed payment pursuant to this
sentence, such manner of payment shall be deemed practicable by the Trustee. 

  
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 Notwithstanding the foregoing, any interest which is paid prior to the expiration of the 30-day period set forth in Section 6.01(1) shall be paid to Holders as of the record date for the Interest Payment Date for which interest has not been paid. 

SECTION 2.14. CUSIP and ISIN Numbers. 

The Issuers in issuing the Notes may use “CUSIP” and “ISIN” numbers, and if so used, such CUSIP and ISIN numbers shall be
included in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers printed in the notice or on the
Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuers shall promptly notify the Trustee, in writing, of any such CUSIP or ISIN number used by the Issuers in connection with the issuance of
the Notes and of any change in any such CUSIP or ISIN number. 
 SECTION 2.15. Deposit of Moneys. 

Prior to 10:00 A.M., New York City time, on each Interest Payment Date and Maturity Date, the Issuers shall have deposited with the Paying
Agent in immediately available funds U.S. Dollars sufficient to make cash payments, if any, due on such Interest Payment Date or Maturity Date, as the case may be, in a timely manner which permits such Paying Agents, subject to actual receipt of
such funds, to remit payment to the Holders on such Interest Payment Date or Maturity Date, as the case may be. The principal and interest on Global Notes shall be payable to the Depository or its nominee, as the case may be, as the sole registered
owner and the sole Holder of the Global Notes represented thereby. The principal and interest on Physical Notes shall be payable, either in person, by wire transfer or by mail, at the office of the Paying Agent. 

SECTION 2.16. Book-Entry Provisions for Global Notes. 

(a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the
“Rule 144A Global Note”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note”). The term
“Global Notes” means the Rule 144A Global Note and the Regulation S Global Note. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the
nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Private Placement Legend. 

Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture
with respect to any Global Note held on their behalf by the Depository or under the Global Notes. The Depository may be treated by the 

  
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Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder of any Note. None of the Issuers, the Trustee, the Paying Agent nor the Registrar shall have any responsibility or liability for any acts or omissions of the Depository with
respect to such Global Note, for the records of the Depository, including records in respect of the beneficial owners of any such Global Note, for any transactions between the Depository and any Agent Member or between or among the Depository, any
such Agent Member and/or any Holder or beneficial owner of such Global Note, or for any transfers of beneficial interests in any such Global Note. 

(b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.17. In addition, a
Global Note shall be exchangeable for Physical Notes (i) if requested by a holder of such interests upon receipt by the Trustee of written instructions from the Depository or its nominee on behalf of any beneficial owner and in accordance with
the rules and procedures of the Depository and provisions of Section 2.16 or (ii) if the Depository notifies the Issuers that it is unwilling or unable to continue as depository for such Global Note and the Issuers thereupon fail to
appoint a successor depository within 90 days or (iii) has ceased to be a clearing agency registered under the Exchange Act or there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Depository
has requested such exchange. In all cases, Physical Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the
Depository in accordance with its customary procedures. 
 (c) In connection with the transfer of a Global Note as an entirety to beneficial
owners pursuant to subsection (b) of this Section 2.16, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute and, upon receipt of a written order of the Issuers in the form of an
Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal
aggregate principal amount of Physical Notes of authorized denominations. 
 (d) Any Restricted Physical Note delivered in exchange for an
interest in a Global Note pursuant to Section 2.17 shall, except as otherwise provided in Section 2.17, bear the Private Placement Legend. 

  
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 (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 

SECTION 2.17. Transfer and Exchange of Notes. 

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except as set forth in Section 2.16(b).
Global Notes will not be exchanged by the Issuers for Physical Notes except under the circumstances described in Section 2.16(b). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11.
Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.17(b) or 2.17(f). 
 (b) Transfer
and Exchange of Beneficial Interests in Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules
and procedures of the Depository. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes
shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as
well as one or more of the other following subparagraphs, as applicable: 
 (i) Transfer of Beneficial Interests in the
Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set
forth in the Private Placement Legend; provided, however, that prior to the 40th day after the later of the commencement of the offering of the Notes represented by a Regulation S Global Note and the issue date of such Notes (such
period through and including such 40th day, the “Restricted Period”), transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser). A beneficial interest in an Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required
to be delivered to the Registrar to effect the transfers described in this Section 2.17(b)(i). 
 (ii) All Other
Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests in any Global Note that is not subject to Section 2.17(b)(i), the transferor of such beneficial interest
must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository 

  
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directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for
transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.17(f). 

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in a Restricted Global
Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.17(b)(ii) above and the Registrar receives the
following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Note, then
the transferor must deliver a certificate in the form of Exhibit F, including the certifications in item (1) thereof; and 

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit F, including the certifications in item (2) thereof. 

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted
Global Note. A beneficial interest in a Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.17(b)(ii) above and the Registrar receives the following: 

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit G, including the certifications in item (1)(a) thereof; or 

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit F, including the certifications in item (4) thereof,


  
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 and, in each such case, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities
Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of a written order of the Issuers in the form of
an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or
exchanged pursuant to this subparagraph (iv). 
 (v) Transfer and Exchange of Beneficial Interests in an Unrestricted
Global Note for Beneficial Interests in a Restricted Global Note. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Note. 
 (c) Transfer and Exchange of Beneficial Interests in Global Notes for Physical Notes. A beneficial interest
in a Global Note may not be exchanged for a Physical Note except under the circumstances described in Section 2.16(b). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof in the form of a
Physical Note except under the circumstances described in Section 2.16(b). 
 (d) Transfer and Exchange of Physical Notes for
Beneficial Interests in Global Notes. Physical Notes shall be transferred or exchanged only for beneficial interests in Global Notes as described below: 

(i) Restricted Physical Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Physical
Note proposes to exchange such Restricted Physical Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Physical Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted
Physical Note proposes to exchange such Restricted Physical Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit G, including the certifications in item (2)(a) thereof; 

(B) if such Restricted Physical Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under
the Securities Act, a certificate to the effect set forth in Exhibit F, including the certifications in item (1) thereof; 

  
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 (C) if such Restricted Physical Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit F, including the certifications in item
(2) thereof; 
 (D) if such Restricted Physical Note is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit F, including the certifications in item (3)(a) thereof; 

(E) if such Restricted Physical Note is being transferred to an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit F, including the certifications, certificates and Opinion of
Counsel required by item (3)(d) thereof, if applicable; or 
 (F) if such Restricted Physical Note is being transferred to an
Issuer or a Subsidiary thereof, a certificate to the effect set forth in Exhibit F, including the certifications in item (3)(b) thereof, 

the Trustee shall cancel the Restricted Physical Note, and increase or cause to be increased the aggregate principal amount of the appropriate
Restricted Global Note. 
 (ii) Restricted Physical Notes to Beneficial Interests in Unrestricted Global Notes. A
Holder of a Restricted Physical Note may exchange such Restricted Physical Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Physical Note to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note only if the Registrar receives the following: 
 (A) if the Holder of such Restricted
Physical Note proposes to exchange such Restricted Physical Note for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit G, including the certifications in item (1)(b) thereof; or 

(B) if the Holder of such Restricted Physical Notes proposes to transfer such Restricted Physical Note to a Person who shall
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit F, including the certifications in item (4) thereof, 

  
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 and, in each such case, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities
Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Restricted Physical Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. If any such transfer or
exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of a written order of the Issuers in the form of an Officers’ Certificate
in accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Restricted Physical Notes transferred or exchanged pursuant to
this subparagraph (ii). 
 (iii) Unrestricted Physical Notes to Beneficial Interests in Unrestricted Global Notes. A
Holder of an Unrestricted Physical Note may exchange such Unrestricted Physical Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Physical Note to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Physical Note and increase or cause to be increased the aggregate
principal amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon
receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate
principal amount of Unrestricted Physical Notes transferred or exchanged pursuant to this subparagraph (iii). 
 (iv)
Unrestricted Physical Notes to Beneficial Interests in Restricted Global Notes. An Unrestricted Physical Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Restricted
Global Note. 
 (e) Transfer and Exchange of Physical Notes for Physical Notes. Upon request by a Holder of Physical Notes and such
Holder’s compliance with the provisions of this Section 2.17(e), the Registrar shall register the transfer or exchange of Physical Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender
to the Registrar the Physical Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting
Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.17(e). 

  
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 (i) Restricted Physical Notes to Restricted Physical Notes. A Restricted
Physical Note may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Restricted Physical Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate
in the form of Exhibit F, including the certifications in item (1) thereof; 
 (B) if the
transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit F, including the certifications in item (2) thereof; 

(C) if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in
accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit F, including the certifications in item (3)(a) thereof; 

(D) if the transfer will be made to an Institutional Accredited Investor in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (A) through (C) above, a certificate to the effect set forth in Exhibit F, including the certifications, certificates and Opinion of Counsel required by item
(3)(d) thereof, if applicable; and 
 (E) if such transfer will be made to an Issuer or a Subsidiary thereof, a certificate
to the effect set forth in Exhibit F, including the certifications in item (3)(b) thereof. 
 (ii) Restricted
Physical Notes to Unrestricted Physical Notes. Any Restricted Physical Note may be exchanged by the Holder thereof for an Unrestricted Physical Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Physical
Note if the Registrar receives the following: 
 (1) if the Holder of such Restricted Physical Note proposes to exchange such
Restricted Physical Note for an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit G, including the certifications in item (1)(c) thereof; or 

(2) if the Holder of such Restricted Physical Note proposes to transfer such Notes to a Person who shall take delivery thereof
in the form of an Unrestricted Physical Note, a certificate from such Holder in the form of Exhibit F, including the certifications in item (4) thereof, 

  
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 and, in each such case, an Opinion of Counsel in form reasonably acceptable to the Issuers to the
effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 (iii) Unrestricted Physical Notes to Unrestricted Physical Notes. A Holder of an Unrestricted Physical Note may
transfer such Unrestricted Physical Notes to a Person who takes delivery thereof in the form of an Unrestricted Physical Note at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Physical
Notes pursuant to the instructions from the Holder thereof. 
 (iv) Unrestricted Physical Notes to Restricted Physical
Notes. An Unrestricted Physical Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Restricted Physical Note. 

(f) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been
exchanged for Physical Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12. At
any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Physical Notes, the
principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made
on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. 
 (g) Private Placement
Legend. Upon the registration of transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or
replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuers
and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (ii) such Note has been sold pursuant to an effective
registration statement under the Securities Act and the Registrar has received an Officers’ Certificate from the Issuers to such effect. 

  
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 (h) General. All Global Notes and Physical Notes issued upon any registration of transfer
or exchange of Global Notes or Physical Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Physical Notes surrendered upon such registration
of transfer or exchange. 
 The Registrar shall retain for a period of two years following receipt copies of all letters, notices and other
written communications received pursuant to Section 2.16 or this Section 2.17. The Issuers shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving
of reasonable notice to the Registrar. 
 None of the Issuers, the Trustee, Paying Agent nor any Agent of the Issuers shall have any
responsibility or liability in any respect of the records relating to or payment made on account of beneficial interests in a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note)
other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof. 
 SECTION 2.18. Computation of Interest. 

Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. 
 SECTION 2.19. Joint and Several Liability. 

Except as otherwise expressly provided herein, the Issuers shall be jointly and severally liable for the performance of all obligations and
covenants under this Indenture and the Notes. 

  
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 ARTICLE THREE 

REDEMPTION 
 SECTION 3.01. Election To Redeem;
Notices to Trustee. 
 If the Issuers elect to redeem Notes pursuant to paragraph 5 of the Notes at least 45 days prior to the Redemption
Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 65 days before the Redemption Date, the Issuers shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed
and the redemption price(s), and deliver to the Trustee an Officers’ Certificate stating that such redemption will comply with the conditions contained in paragraph 5 of the Notes. Except as provided in Section 3.04, notice given to the
Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Noteholders pursuant to Section 3.03. 
 SECTION
3.02. Selection by Trustee of Notes To Be Redeemed. 
 If less than all of the Notes are to be redeemed at any time, selection of such
Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes to be redeemed are listed or, if such Notes are not so listed, on a pro rata basis
(or if the Notes are held through DTC and if the procedures of DTC at such time do not permit pro rata redemptions, then by lot or by such other method consistent with the procedures of DTC that the Trustee in its sole discretion deems fair and
reasonable); provided that no Notes with a principal amount of $2,000 or less shall be redeemed in part. For all purposes of this Indenture unless the context otherwise requires, provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. Redemption amounts shall only be paid upon presentation and surrender of any such Notes to be redeemed to the Trustee at its Corporate Trust Office. 

SECTION 3.03. Notice of Redemption. 

Except as specified in Section 3.08, at least 30 days, and no more than 60 days, before a Redemption Date, the Issuers shall send, or
cause to be sent, a notice of redemption electronically or by first-class mail to each Holder of Notes to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.06.

 The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof) and shall state: 

(1) the Redemption Date; 

(2) the redemption price and the amount of premium and accrued interest to be paid; 

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
Redemption Date and upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued; 

  
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 (4) the name and address of the Paying Agent; 

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(6) that unless the Issuers default in making the redemption payment, interest on Notes called for redemption ceases to accrue
on and after the Redemption Date; 
 (7) that paragraph 5 of the Notes is the provision of the Notes pursuant to which the
redemption is occurring; and 
 (8) the aggregate principal amount of Notes that are being redeemed. 

At the Issuers’ written request made at least five Business Days prior to the date on which notice is to be given (or such shorter period
acceptable to the Trustee), the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuers’ sole expense. 
 SECTION
3.04. Effect of Notice of Redemption. 
 Once the notice of redemption described in Section 3.03 is sent and subject to the
proviso to this sentence, Notes called for redemption become due and payable on the Redemption Date and at the redemption price, including any premium, plus interest accrued to the Redemption Date; provided, however, that any redemption and
notice thereof pursuant to this Indenture may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent described in such notice and in which case if and/or to the extent such condition(s) precedent is/are
not satisfied the Issuers shall have no obligation to redeem Notes on such Redemption Date. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price, including any premium, plus interest accrued to the Redemption Date;
provided that if the Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date; and
provided, further, that if a Redemption Date is a Legal Holiday, payment shall be made on the next succeeding Business Day and no interest shall accrue for the period from such Redemption Date to such succeeding Business Day. 

SECTION 3.05. Deposit of Redemption Price. 

On or prior to 10:00 A.M., New York City time, on each Redemption Date, the Issuers shall deposit with the Paying Agent U.S. Dollars
sufficient to pay the redemption price of, including premium, if any, and accrued interest on any and all Notes to be redeemed on that date (other than Notes or portions thereof called for redemption on that date which have been delivered by the
Issuers to the Trustee for cancellation). 

  
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 On and after any Redemption Date, if money sufficient to pay the redemption price of, including
premium, if any, and accrued interest on all Notes called for redemption shall have been made available in accordance with the immediately preceding paragraph, the Notes called for redemption will cease to accrue interest and the only right of the
Holders of such Notes will be to receive payment of the redemption price of and, subject to the second proviso in Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any Note surrendered for redemption shall not
be so paid, interest will be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Note and any interest not paid on such unpaid principal, in each case at the rate and in the manner provided in the
Notes. 
 SECTION 3.06. Notes Redeemed in Part. 

Upon surrender of a Note that is redeemed in part, the Issuers shall execute and, upon receipt of a written order of the Issuers in the form of
an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate for the Holder thereof a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 

SECTION 3.07. Mandatory Redemption. 

Except as provided in Section 3.08 or Section 4.08 or as contemplated by Article Six, the Issuer is not required to make any
mandatory redemption of the Notes or any sinking fund payments with respect to the Notes. 
 SECTION 3.08. Special Mandatory Redemption. 

(a) The Notes are subject to redemption in whole (but not in part), subject to the conditions and at the redemption price set forth in
paragraph 7 of the Notes, which is hereby incorporated by reference and made a part of this Indenture. 
 (b) The provision of Sections 3.03
to 3.05 shall apply to any special mandatory redemption, except to the extent inconsistent with the provisions set forth in paragraph 7 of the Notes. 

ARTICLE FOUR 
 COVENANTS 

SECTION 4.01. Payment of Notes. 
 The
Issuers shall pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. An installment of principal or interest shall be considered paid on the date it is due if the Trustee or the Paying
Agents hold by 10:00 A.M. Eastern Time on that date U.S. Dollars designated for and sufficient to pay such installment. 

  
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 The Issuers shall pay interest on overdue principal (including post-petition interest in a
proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate specified in the Notes. 
 SECTION 4.02. Maintenance of
Office or Agency. 
 (a) The Issuers shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be
an office of the Trustee or an Affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be
served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

(b) The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

(c) The Issuers hereby designate the Corporate Trust Office of the Trustee, or its Agent, in the Borough of Manhattan, The City of New York, as
such office or agency of the Issuers in accordance with Section 2.04. 
 SECTION 4.03. Legal Existence. 

Except as permitted by Article Five, Parent shall do or cause to be done all things necessary to preserve and keep in full force and effect
(i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of Parent, Crown and each Issuer
and each such Restricted Subsidiary and (ii) subject to applicable laws, the material rights (charter and statutory) and franchises of Parent, Crown and each Issuer and such Restricted Subsidiaries; provided that Parent, Crown and the
Issuers shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of their Restricted Subsidiaries (other than Crown or the Issuers) if the Board of Directors of Parent, Crown or an Issuer,
as applicable, shall determine that the preservation thereof is no longer desirable in the conduct of the business of Parent, Crown or such Issuer, as applicable and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders. 

  
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 SECTION 4.04. Compliance with Law. 

Parent shall, and shall cause each of its Restricted Subsidiaries to, comply with all statutes, laws, ordinances or government rules and
regulations to which they are subject, non-compliance with which would materially adversely affect the business, financial condition or results of operations of Parent and its Restricted Subsidiaries, taken as
a whole. 
 SECTION 4.05. Waiver of Stay, Extension or Usury Laws. 

Each Issuer and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead
(as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive any of the Issuers and the Guarantors from paying all or any
portion of the principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent
that they may lawfully do so) each of the Issuers and the Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been enacted. 
 SECTION 4.06. Compliance Certificate. 

(a) The Issuers shall deliver to the Trustee, within 120 days after the end of each Fiscal Year, an Officers’ Certificate (as enumerated
by and in compliance with Section 314(a)(4) of the TIA) stating that each Officer has conducted or supervised a review of the activities of Parent and its Restricted Subsidiaries and Parent’s and its Restricted Subsidiaries’
performance under this Indenture during such Fiscal Year, and further stating, as to each such Officer signing such certificate, that, to the best of such Officers’ knowledge, based upon such review, Parent and such Issuer have fulfilled all
obligations under this Indenture or, if there has been a Default under this Indenture that is continuing, a description of the event and what action Parent and its Restricted Subsidiaries are taking or propose to take with respect thereto. 

(b) The Issuers shall deliver to the Trustee, within five Business Days after an executive officer of an Issuer becomes aware of any Default
or Event of Default, a statement specifying such Default or Event of Default. The Trustee may withhold from the Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal
or interest) of which such Officer is aware, its status and what action Parent and its Restricted Subsidiaries are taking or propose to take with respect to such Default or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest) if it determines that withholding notice is in the Holders’ interest. 

  
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 (c) Each Issuer shall provide written notice to the Trustee of any change in Parent’s or
such Issuer’s Fiscal Year. 
 (d) The Issuers shall promptly notify the Trustee, in writing, the first time the Notes are rated
Investment Grade; provided, however, that the failure to deliver such notice shall in no event be deemed a Default or an Event of Default. 

SECTION 4.07. Taxes. 
 Parent shall, and
shall cause each of its Restricted Subsidiaries to, pay prior to delinquency (i) all material taxes, assessments, and governmental levies and (ii) all lawful material claims for labor, materials and supplies which, in each case, if unpaid,
might by law become a Lien upon the property of Parent or any of its Subsidiaries; provided, however, that, neither Parent nor any of its Subsidiaries shall be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been made in accordance with GAAP. 

SECTION 4.08. Repurchase at the Option of Holders upon Change of Control Repurchase Events. 

(a) Upon the occurrence of a Change of Control Repurchase Event, each Holder of Notes shall have the right to require the Issuers to repurchase
all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the “Change of Control Payment”). 

(b) Within 30 days following any Change of Control Repurchase Event or, at the Issuers’ option, prior to the consummation of such Change
of Control Repurchase Event but after the public announcement thereof, the Issuers shall send, or at the Issuers’ written request and expense the Trustee shall send, electronically or by first-class mail, postage prepaid, a notice to each
Holder of Notes at its last registered address, which notice shall govern the terms of the Change of Control Offer. The notice shall describe the transaction or transactions that constitute the Change of Control Repurchase Event and offer to
repurchase Notes on the purchase date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the date such notice is sent, other than as may be required by law) (the “Change of Control Payment
Date”) pursuant to the procedures required by this Indenture and described in such notice. Such obligation will not continue after a discharge of the Indenture or defeasance from the Issuers’ obligations with respect to the Notes. The
notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: 

  
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 (1) that the Change of Control Offer is being made pursuant to this
Section 4.08 and that all Notes validly tendered and not validly withdrawn will be accepted for payment; 
 (2) the
Change of Control Payment and the Change of Control Payment Date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent, other than as may be required by law); 

(3) that any Note not tendered will continue to accrue interest; 

(4) that, unless the Issuers default in making payment therefor, any Note accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control Payment Date; 
 (5) that Holders electing to have a
Note purchased pursuant to the Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent and Registrar for the Note
at the address specified in the notice prior to the close of business on the Business Day prior to the Change of Control Payment Date; 

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the third Business
Day prior to the Change of Control Payment Date, a telegram, telex, .pdf attachment, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such
Holder is withdrawing its election to have such Note purchased; 
 (7) that Holders whose Notes are purchased only in part
will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each Note purchased and each new Note issued shall be in a principal amount of $2,000 or integral
multiples of $1,000 in excess thereof; and 
 (8) the circumstances and relevant facts regarding such Change of Control
Repurchase Event. 

  
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 (c) On the Change of Control Payment Date, the Issuers shall, to the extent lawful: 

(1) accept for payment all Notes or portions thereof (in minimum amounts of $2,000 or an integral multiple of $1,000 in excess
thereof) validly tendered and not validly withdrawn pursuant to the Change of Control Offer; 
 (2) deposit with the Paying
Agent an amount in U.S. Dollars equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and 

(3) deliver or cause to be delivered to the Trustee all Notes so accepted together with an Officers’ Certificate stating
the aggregate principal amount of Notes (or portions thereof) being purchased by the Issuers. 
 Upon receipt by the Paying Agent of the monies specified in
clause (2) above and the Officers’ Certificate specified in clause (3) above, such Paying Agent shall promptly send to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Issuers shall execute and,
upon receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall promptly authenticate and send (or cause to be transferred by book entry) to each Holder of Notes a
new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuers shall
publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
 (d)
Upon the payment of the Change of Control Payment, the Trustee shall, subject to the provisions of Section 2.16, return the Notes purchased to the Issuers for cancellation. The Trustee may act as the Paying Agent for purposes of any Change of
Control Offer. 
 (e) The Issuers will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if
(1) a third party makes the Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 with respect to a Change of Control Offer made by the Issuers and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture as described in Article Three, unless and until there is a default in payment of the applicable
redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditioned upon the consummation of such Change of Control Repurchase Event, if a
definitive agreement is in place for the Change of Control Repurchase Event at the time the Change of Control Offer is made and such Change of Control Offer is otherwise made in compliance with the provisions of this covenant. 

  
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 (f) The Issuers shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a
Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuers shall comply with the applicable securities laws and regulations and shall not be
deemed to have breached their obligations under this paragraph by virtue thereof. 
 SECTION 4.09. [Reserved]. 

SECTION 4.10. [Reserved]. 
 SECTION 4.11. Limitation
on Liens. 
 (a) Parent shall not, nor shall it permit any of its Restricted Subsidiaries to, create, incur or assume any Lien (other
than Permitted Liens) upon any Principal Property or upon the Capital Stock or Indebtedness of any of its Principal Property Subsidiaries, in each case to secure Indebtedness of Parent, any Subsidiary of Parent or any other Person, without securing
the Notes (together with, at the option of Parent, any other Indebtedness of Parent or any Subsidiary of Parent ranking equally in right of payment with the Notes) equally and ratably with or, at the option of Parent, prior to, such other
Indebtedness for so long as such other Indebtedness is so secured. Any Lien that is granted to secure the Notes under this Section 4.11 shall be automatically released and discharged at the same time as the release of the Lien that gave rise to
the obligation to secure the Notes under this Section 4.11. 
 SECTION 4.12. [Reserved]. 

SECTION 4.13. [Reserved]. 
 SECTION 4.14.
[Reserved]. 
 SECTION 4.15. Limitation on Sale and Leaseback Transactions. 

Parent shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any arrangement with any other Person pursuant to which
Parent or any of its Restricted Subsidiaries leases any Principal Property that has been or is to be sold or transferred by Parent or the Restricted Subsidiary to such other Person (a “Sale and Leaseback Transaction”), except that a
Sale and Leaseback Transaction is permitted if Parent or such Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal Property to be leased, without equally and ratably securing the Notes, in an aggregate
principal amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction. 

  
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 In addition, the following Sale and Leaseback Transactions are not subject to the limitation
above and the provisions described in Section 4.11: 
 (1) temporary leases for a term, including renewals at the option
of the lessee, of not more than three years; 
 (2) leases between only Parent and a Restricted Subsidiary of Parent or only
between Restricted Subsidiaries of Parent; 
 (3) leases where the proceeds from the sale of the subject property are at
least equal to the fair market value (as determined in good faith by Parent) of the subject property and Parent applies an amount equal to the net proceeds of the sale to the retirement of long-term Indebtedness or the purchase, construction,
development, expansion or improvement of other property or equipment used or useful in its business, within 270 days of the effective date of such sale; provided that in lieu of applying such amount to the retirement of long-term
Indebtedness, Parent may deliver Notes to the trustee for cancellation; and 
 (4) leases of property executed by the time
of, or within 360 days after the latest of, the acquisition, the completion of construction, development, expansion or improvement, or the commencement of commercial operation, of the subject property. 

SECTION 4.16. Reports to Holders. 
 (a)
Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding hereunder, the Issuers shall furnish to the Trustee and Holders thereof the following: 

(1) all quarterly and annual financial information of Parent that would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if Parent were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” that describes the financial condition and results of operations of Parent and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by Parent’s certified independent
accountants; and 
 (2) all current reports that would be required to be filed with the Commission on Form 8-K if Parent were required to file such reports, 

  
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 in each case, within the time periods specified in the Commission’s rules and regulations. The Issuers may
satisfy its obligation to deliver the information and reports referred to in clauses (1) and (2) above by filing the same with the Commission. 

(b) In addition, whether or not required by the rules and regulations of the Commission, Parent shall file a copy of all such information and
reports with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and
prospective investors upon request. In addition, the Issuers and the Guarantors shall, for so long as any Notes remain outstanding, furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuers will comply with the provisions of TIA § 314(a). 

(c) Delivery of such reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of them shall not
constitute constructive notice of any information contained therein or determinable from information contained therein (including the Issuers’ compliance with any of its covenants hereunder as to which the Trustee is entitled to rely
exclusively on an Officers’ Certificate). 
 SECTION 4.17. Additional Note Guarantees. 

If Parent acquires or creates a Domestic Subsidiary after the Issue Date and such newly acquired or created Domestic Subsidiary is an obligor
or guarantor under any Credit Facility including, without limitation, the Existing Credit Facility then such newly acquired or created Domestic Subsidiary must execute a Note Guarantee (and with such documentation relating thereto as are required
under this Indenture, including, without limitation, a supplement or amendment to this Indenture and an Opinion of Counsel as to the enforceability of such Note Guarantee), pursuant to which such Domestic Subsidiary will become a Guarantor. 

A Note Guarantee of any Guarantor shall be subject to release and discharge as provided under Section 10.03. 

ARTICLE FIVE 
 SUCCESSOR
CORPORATION 
 SECTION 5.01. Consolidation, Merger and Sale of Assets. 

(a) (i) Neither Parent nor any Issuer shall consolidate or merge with or into any other Person or Transfer all or substantially all of the
properties or assets of Parent and its Subsidiaries, taken as a whole and (ii) neither Parent nor any Issuer shall permit any of its Subsidiaries to, in a single transaction or a series of related transactions, Transfer all or substantially all
of the properties or assets of Parent and its Subsidiaries, taken as a whole, in each case, to another Person unless: 

  
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 (1) (A) in the case of a merger, consolidation or Transfer involving Parent,
Parent is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than Parent) or to which such Transfer has been made is a corporation organized or existing under the laws of the United States, any
State thereof or the District of Columbia, and 
 (B) in the case of a merger, consolidation or Transfer involving an Issuer,
such Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such Transfer has been made is a limited liability company, partnership or corporation organized or
existing under the laws of the United States, any State thereof or the District of Columbia; provided that if at any time Crown Americas or such successor Person is a limited liability company or partnership there shall be a joint and several
co-issuer of the Notes that is a Wholly Owned Subsidiary of Crown Americas and that is a corporation organized or existing under the laws of the United States or any State thereof or the District of Columbia;

 (2) the Person formed by or surviving any such consolidation or merger (if other than Parent or an Issuer, as the case may
be) or the Person to which such Transfer has been made assumes all the obligations of Parent, such Issuer or such Subsidiary under the Notes, the Note Guarantees, this Indenture and the Registration Rights Agreement pursuant to a supplemental
indenture or amendment of the relevant documents; and 
 (3) immediately after such transaction, no Default or Event of
Default exists. 
 (b) Notwithstanding the foregoing, none of the following shall be permitted: 

(1) the consolidation or merger of Parent with or into or the Transfer of all or substantially all of the property or assets of
Parent and its Subsidiaries, taken as a whole, to Crown, other than any such merger or consolidation or Transfer to a Subsidiary of Crown; 

(2) the Transfer of all or substantially all of the property or assets of Crown and its Subsidiaries, taken as a whole, to
Crown, other than any Transfer to a Subsidiary of Crown; and 

  
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 (3) the consolidation or merger of an Issuer with or into or the Transfer of all
or substantially all of the property or assets of such Issuer and its Subsidiaries, taken as a whole, to Crown, other than any such consolidation or merger with or into or Transfer to a Subsidiary of Crown. 

(c) This Section 5.01 shall not prohibit: 

(1) a consolidation or merger between an Issuer and a Guarantor other than Crown; 

(2) a consolidation or merger between a Guarantor and any other Guarantor other than Crown; 

(3) a consolidation or merger between a Subsidiary (other than an Issuer) that is not a Guarantor and any other Subsidiary
other than Crown; 
 (4) a consolidation or merger of Parent with or into an Affiliate for the purposes of reincorporating
Parent in another jurisdiction; 
 (5) the Transfer of all or substantially all of the properties or assets of a Guarantor to
an Issuer and/or any other Guarantor other than Crown; or 
 (6) the Transfer of all or substantially all of the properties
or assets of a Subsidiary (other than an Issuer) that is not a Guarantor to any other Subsidiary other than Crown; 
 provided that, in each case
involving an Issuer or a Guarantor, if such Issuer or such Guarantor is not the surviving entity of such transaction or the Person to which such Transfer is made, the surviving entity or the Person to which such Transfer is made shall comply with
subsection (a)(2) of this Section 5.01. 
 SECTION 5.02. Successor Person Substituted. 

Upon any consolidation, combination or merger of Parent, an Issuer or any other Guarantor, or any Transfer of all or substantially all of the
assets of Parent or an Issuer in accordance with the foregoing provisions of Section 5.01, in which Parent, such Issuer or such Guarantor is not the continuing obligor under the Notes or its related Note Guarantee, the surviving entity formed
by such consolidation or into which Parent, such Issuer or such Guarantor is merged or to which the Transfer is made will succeed to, and be substituted for, and may exercise every right and power of Parent, such Issuer or such Guarantor under this
Indenture, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as Parent, such Issuer or such Guarantor, as the case may be, and, except in the case of a Transfer to Parent or any of its
Subsidiaries, Parent, such Issuer or such Guarantor, as the case may be, shall be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of Parent’s, such
Issuer’s or such Guarantor’s, as the case may be, other obligations and covenants under the Notes, this Indenture and its Note Guarantee, if applicable. 

  
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 ARTICLE SIX 

DEFAULTS AND REMEDIES 
 SECTION 6.01. Events
of Default. 
 Each of the following constitutes an “Event of Default” with respect to the Notes: 

(1) default for 30 days in the payment when due of interest with respect to the Notes; 

(2) default in payment when due of principal or premium, if any, on the Notes at maturity, upon redemption (including pursuant
to Section 3.08) or otherwise; 
 (3) failure by Parent or any Subsidiary for 30 days after receipt of notice from the
Trustee or Holders of at least 25% in principal amount of the Notes then outstanding under this Indenture to comply with any of the provisions under Section 4.08; 

(4) failure by Parent or any Subsidiary of Parent for 60 days after receipt of notice from the Trustee or the Holders of at
least 25% in principal amount of the Notes then outstanding under this Indenture to comply with any covenant or agreement contained in this Indenture (other than the covenants and agreements specified in clauses (1) through (3) of this
Section 6.01); 
 (5) default under any mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness of Parent or any of its Subsidiaries (or the payment of which is Guaranteed by Parent or any of its Subsidiaries), whether such Indebtedness or Guarantee now exists or is created after the Issue
Date, which default (a) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) principal of such Indebtedness (a “Payment Default”) or (b) results in the
acceleration of such Indebtedness prior to its stated maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $75,000,000 or more and, in each case, Parent has received notice specifying the default from the Trustee or Holders of at least 25% of the aggregate principal amount of Notes then outstanding
and does not cure the default within 30 days; 

  
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 (6) failure by Parent or any of its Subsidiaries to pay final judgments (net of
any amounts covered by insurance and as to which such insurer has not denied responsibility or coverage in writing) aggregating $75,000,000 or more, which judgments are not paid, discharged, bonded or stayed within 60 days after their entry; 

(7) (A) a court having jurisdiction over Parent, an Issuer or any other Subsidiary of Parent enters (x) a decree or order
for relief in respect of Parent, an Issuer or any Subsidiary of Parent that is a Significant Subsidiary or group of Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary in an involuntary case or proceeding under any
Bankruptcy Law or (y) a decree or order adjudging Parent, an Issuer or any Subsidiary of Parent that is a Significant Subsidiary or group of Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary as bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Parent, an Issuer or any such Subsidiary or group of Subsidiaries under any Bankruptcy Law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of Parent, an Issuer or any such Subsidiary or group of Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days or (B) Parent, an Issuer or any Subsidiary of Parent that is a Significant
Subsidiary or group of Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary (i) commences a voluntary case under any Bankruptcy Law or consents to the entry of an order for relief in an involuntary case under
any Bankruptcy Law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Parent, an Issuer or any such Subsidiary or group of Subsidiaries or for
all or substantially all the property and assets of Parent, an Issuer or any such Subsidiary or group of Subsidiaries, (iii) effects any general assignment for the benefit of creditors or (iv) generally is not paying its debts as they
become due; and 
 (8) any Note Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full force and
effect (other than in accordance with the terms of such Note Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of
release of a Guarantor from its Note Guarantee in accordance with the terms of this Indenture and such Note Guarantee). 

  
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 SECTION 6.02. Acceleration of Maturity; Rescission. 

If an Event of Default occurs and is continuing under this Indenture, either the Trustee, by notice in writing to the Issuers, or the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuers and the Trustee, specifying the respective Event of Default and that it is a “notice of acceleration”, may declare the
principal of and premium, if any, and accrued interest, if any, on the Notes to be due and payable, and upon such declaration of acceleration, such principal of and premium, if any, and accrued interest, if any, shall be immediately due and payable;
provided, however, that, notwithstanding the foregoing, if an Event of Default specified in Section 6.01(7) occurs with respect to Parent or an Issuer, the principal of and premium, if any, and accrued interest, if any, on
the Notes then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 

Notwithstanding the foregoing, if after such acceleration but before a judgment or decree based on such acceleration is obtained by the
Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: 

(1) all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because
of the acceleration, have been cured or waived; 
 (2) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; 

(3) the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements,
indemnities and advances; and 
 (4) in the event of the cure or waiver of an Event of Default of the type described in
Section 6.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. 

No such rescission shall affect any subsequent Default or impair any right consequent thereto. 

SECTION 6.03. Other Remedies. 
 If an
Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture and may take any necessary action requested by the Holders of a majority of the principal amount outstanding of the Notes to settle, compromise, adjust or otherwise conclude any proceedings to which it is a
party. 

  
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 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Noteholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. Any costs associated with actions taken by the Trustee under this Section 6.03 shall be reimbursed to the Trustee by the Issuers and the
Guarantors. 
 SECTION 6.04. Waiver of Existing Defaults and Events of Default. 

(a) Subject to Sections 2.10, 6.02, 6.08 and 8.02, the Holders of a majority in principal amount of the Notes then outstanding shall have the
right to waive past Defaults under this Indenture except a Default in the payment of the principal of, or interest or premium, if any, on any Note as specified in clauses (1) and (2) of Section 6.01 or in respect of a covenant or a
provision which cannot be modified or amended without the consent of all Holders as provided for in Section 8.02. The Issuers shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have
consented to such waiver and attaching copies of such consents. In case of any such waiver, the Issuers, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively. This subsection
(a) of this Section 6.04 shall be in lieu of TIA § 316(a)(1)(B), and TIA § 316(a)(1)(B) is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. 

(b) Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. 

SECTION 6.05. Control by Majority. 

Subject to Sections 2.10 and 7.01, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by this Indenture. The Trustee, however, may refuse to follow any direction that conflicts
with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of another Holder not taking part in such direction, and the Trustee shall have the right to decline to follow any such direction if the Trustee, being
advised by counsel, determines that the action so directed may not lawfully be taken or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed may involve it in personal liability; provided
that the Trustee may take any other action 

  
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deemed proper by the Trustee which is not inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be
entitled to indemnification reasonably satisfactory to it against any loss or expense caused by taking such action or following such direction. This Section 6.05 shall be in lieu of TIA § 316(a)(1)(A), and TIA § 316(a)(1)(A) is hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA. 
 SECTION 6.06. Limitation on Suits. 

Subject to Section 6.08, a Holder may not pursue any remedy with respect to this Indenture or the Notes unless: 

(1) the Holder has given the Trustee written notice of a continuing Event of Default; 

(2) the Holders of at least 25% in principal amount of the Notes then outstanding make a written request to the Trustee to
pursue the remedy; 
 (3) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs,
liability or expense; 
 (4) the Trustee does not comply with the request within 60 days after receipt of the request and the
offer of indemnity; and 
 (5) during such 60-day period, the Holders of a majority
in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request. 
 A
Noteholder may not use any provision of this Indenture to disturb or prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder. 

SECTION 6.07. No Personal Liability of Directors, Officers, Employees and Stockholders. 

No director, officer, employee, incorporator or stockholder of Parent or of any Subsidiary of Parent, as such, shall have any liability for any
obligations of the Issuers or the Guarantors under the Notes, this Indenture, or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases all such liability. 

  
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 SECTION 6.08. Rights of Holders To Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of the principal of or premium, if
any, or interest, if any, on such Note on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment, on or after such respective due dates, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder. 
 SECTION 6.09. Collection Suit by Trustee. 

If an Event of Default occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against an
Issuer or any Guarantor (or any other obligor on the Notes) for the whole amount of unpaid principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate set forth in the Notes, and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel. 
 SECTION 6.10. Trustee May File Proofs of Claim. 

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Noteholders allowed in any judicial
proceedings relative to an Issuer or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims
and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and any custodian in any such judicial proceeding is hereby authorized by
each Noteholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. 
 Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Noteholder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceedings. 

  
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 SECTION 6.11. Priorities. 

If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order: 

FIRST: to the Trustee for amounts due under Section 7.07; 

SECOND: to Noteholders for amounts due and unpaid on the Notes for principal, premium, if any, and interest (including
Additional Interest, if any), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes; and 

THIRD: to the Issuers or, to the extent the Trustee collects any amount from any Guarantor, to such Guarantor. 

The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 6.11. 

SECTION 6.12. Undertaking for Costs. 
 In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Noteholder pursuant to Section 6.08 or a suit by Noteholders of more than 10% in aggregate principal amount of the
Notes then outstanding. 
 ARTICLE SEVEN 

TRUSTEE 
 SECTION 7.01. Duties of Trustee.

 (a) If a Default or Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the same circumstances. 

The Trustee shall not be deemed to have actual knowledge of any Default or Event of Default unless written notice of any event which is in
fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 

  
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 (b) Except during the continuance of a Default or an Event of Default of which a Responsible
Officer of the Trustee has actual knowledge: 
 (1) The Trustee need perform only those duties expressly set forth in this
Indenture and no others. 
 (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture but, in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate, subject to the requirement in the preceding sentence, if
applicable. 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that: 
 (1) This paragraph does not limit the effect of subsection (b) of this
Section 7.01. 
 (2) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (3) The Trustee shall not
be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the terms of this Indenture. 

(4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its rights, powers or duties. 

  
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 (d) Whether or not therein expressly so provided, subsections (a), (b), (c) and (e) of this
Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee. 
 (e) The Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have fully indemnified the Trustee to the satisfaction of the
Trustee, against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction (including, but not limited to, the fees and disbursements of agents and attorneys). 

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with an Issuer or any
Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law. 
 SECTION 7.02. Rights
of Trustee. 
 Subject to Section 7.01: 

(1) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original, facsimile, .pdf attachment or other
electronically transmitted form) believed by it to be genuine and to have been signed or presented by the proper party or parties, whether such document is in original, facsimile, .pdf attachment or other electronically transmitted form; even if it
has a monetary limit. 
 (2) The Trustee shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its sole and absolute discretion, may
make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation except for liability
resulting from the Trustee’s negligence or willful misconduct, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by
agent or attorney. 
 (3) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an
Opinion of Counsel, or both, which shall conform to the provisions of Section 11.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. 

  
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 (4) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed by it with due care. 
 (5) The Trustee shall
not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute negligence or willful misconduct.

 (6) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law
shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 

(7) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including but not limited to as Registrar and Paying Agent), and each agent, custodian and other person employed to act hereunder. 

(8) The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty,
and the Trustee shall not be answerable for other than its own negligence or willful misconduct in the performance of such act. 

(9) The Trustee may from time to time request that the Issuers deliver an Officers’ Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture, which Officers’ Certificate may be signed by any persons authorized to sign an Officers’ Certificate, including any person
specified as so authorized in any such certificate previously delivered and not superseded. 
 (10) The Trustee shall have no
duty to inquire as to the performance of the covenants of the Issuers. 
 (11) In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances. 

  
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 (12) Trustee entitled to assume without enquiry, that the Issuer has performed in
accordance with all of the provisions in the Indenture, unless notified to the contrary. 
 (13) Under no circumstances will
the Trustee be liable to the Issuer for any consequential loss (being loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage. 

SECTION 7.03. Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may make loans to, accept deposits from,
perform services for or otherwise deal with either Issuer or any Guarantor, or any Affiliates thereof, with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest, it must
eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee or resign. Any Agent may do the same with like rights. The Trustee shall also be subject to Sections 7.10 and 7.11. 

SECTION 7.04. Trustee’s Disclaimer. 

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or any Note
Guarantee, it shall not be accountable for an Issuer’s or any Guarantor’s use of the proceeds from the sale of Notes, it will not be responsible for the use or application of any money received by any Paying Agent (other than itself as
Paying Agent) or any money paid to an Issuer or any Guarantor pursuant to the terms of this Indenture and it shall not be responsible for any statement in the Notes, the Note Guarantees or this Indenture other than its certificate of authentication.

 SECTION 7.05. Notice of Defaults. 

If a Default or an Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall give
to each Noteholder a notice of the Default or Event of Default within 90 days after it occurs in the manner and to the extent provided in the TIA and otherwise as provided in this Indenture. Except in the case of a Default or an Event of Default
relating to the payment of the principal of or interest on any Note (including payments pursuant to a redemption or repurchase of the Notes pursuant to the provisions of this Indenture) or relating to Article Five of this Indenture, the Trustee may
withhold the notice if and so long as a Responsible Officer in good faith determines that withholding the notice is in the interests of Holders. 

  
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 SECTION 7.06. Reports by Trustee to Holders. 

If required by TIA § 313(a), within 60 days after March 1 of any year, commencing on the March 1 following the date of this
Indenture, the Trustee shall mail to each Noteholder a brief report dated as of such date that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA § 313(c) and TIA § 313(d). 
 Reports pursuant to this Section 7.06 shall be
transmitted by mail: 
 (1) to all Holders of Notes, as the names and addresses of such Holders appear on the
Registrar’s books; and 
 (2) to such Holders of Notes as have, within the two years preceding such transmission, filed
their names and addresses with the Trustee for that purpose. 
 A copy of each report at the time of its mailing to Holders shall be filed
with the Commission and each stock exchange on which the Notes are listed. The Issuers shall promptly notify the Trustee, in writing, when the Notes are listed on any stock exchange or delisted therefrom. 

SECTION 7.07. Compensation and Indemnity. 

The Issuers and the Guarantors shall pay to the Trustee from time to time reasonable compensation as agreed upon for its services hereunder
(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Issuers and the Guarantors shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it in connection with the Trustee’s duties under this Indenture, including, but not limited to, the
reasonable compensation, disbursements and expenses of the Trustee’s agents and external counsel and such additional fees as may be applicable in the event of a potential Event of Default, an Event of Default or in relation to the exceptional
duties. 
 The Issuers and the Guarantors, jointly and severally, shall indemnify each of the Trustee and its agents, employees,
stockholders, directors and officers and any predecessor Trustee for, and hold each of them harmless against, any and all loss, damage, claim, liability or expense, including without limitation taxes (other than taxes based on the income of the
Trustee) and reasonable attorneys’ fees and expenses incurred by each of them in connection with the acceptance or performance of its duties under this Indenture and including the reasonable costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The Trustee shall notify the Issuers and the Guarantors in writing promptly of any claim of
which a Responsible Officer of the Trustee has actual 

  
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knowledge asserted against the Trustee for which it may seek indemnity; provided that the failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers
and Guarantors of their obligations hereunder except to the extent the Issuers and the Guarantors are actually prejudiced thereby. In the event that a conflict of interest exists, the Trustee may have separate counsel and the Issuers shall pay the
reasonable fees and expenses of such counsel. 
 Notwithstanding the foregoing, the Issuers and the Guarantors need not reimburse the
Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee through its own negligence, bad faith or willful misconduct. 

To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a lien prior to the
Notes on all money or property held or collected by the Trustee except for such money or property held in trust to pay principal of and interest on particular Notes. Such lien shall survive the satisfaction and discharge of this Indenture. 

The obligations of the Issuers and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall be joint and several liabilities of each Issuer and each of the Guarantors and shall survive the resignation or removal of the
Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01 (7) occurs, the expenses and the
compensation for the services are intended to constitute expenses of administration under any applicable Bankruptcy Law. 
 For purposes of
this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to this Article Seven. The provisions of this Section 7.07 shall apply to the Trustee in its capacity as Paying Agent, Registrar and any
other Agent under this Indenture. 
 The provisions of this Section 7.07 shall survive the satisfaction and discharge of this
Indenture. 
 SECTION 7.08. Replacement of Trustee. 

The Trustee may resign at any time by so notifying the Issuers and the Guarantors in writing. The Holders of a majority in principal amount of
the outstanding Notes may remove the Trustee by notifying the Issuers and the removed Trustee in writing and may appoint a successor Trustee with the Issuers’ written consent, which consent shall not be unreasonably withheld. The Issuers may
remove the Trustee at their election if: 

  
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 (1) the Trustee fails to comply with Section 7.10; 

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; 
 (3) a receiver or other public officer takes charge of the Trustee or its property; or 

(4) the Trustee otherwise becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a
successor Trustee. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Issuers or the Holders of a majority in principal amount of the outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee; provided that
if the retiring Trustee resigns and a court has not appointed a successor within 60 days, such retiring Trustee may appoint a successor that meets the eligibility requirements of Section 7.10. 

If the Trustee fails to comply with Section 7.10, Noteholders holding at least 10% in principal amount of the Notes may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.07, transfer all property held by it as Trustee
to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of
its succession to each Noteholder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 

SECTION 7.09. Successor Trustee by Consolidation, Merger, etc. 

Any corporation into which the Trustee may be merged or converted, or any corporation with which the Trustee may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation, including affiliated corporations, to which the Trustee shall sell or otherwise transfer: (a) all or substantially all
of its assets or (b) all or substantially all of its corporate trust business shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws and subject to the
requirements set forth in Section 7.10 of this Indenture become the successor Trustee under this Indenture 

  
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without the execution or filing of any paper or any further act on the part of the parties to this Indenture, unless otherwise required by the Issuer, and after the said effective date all
references in this Indenture to the Trustee shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer by the Trustee. 

SECTION 7.10. Eligibility; Disqualification. 

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1) and (2) in every respect. The
Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in the most recent applicable published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that
there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuers are outstanding if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met. 
 SECTION 7.11. Preferential Collection of Claims Against Issuers. 

The Trustee is subject to and shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A
Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 
 SECTION 7.12. Paying Agents.

 The Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this Section 7.12: 
 (A) that it will hold all
sums held by it as agent for the payment of principal of, or premium, if any, or interest on, the Notes (whether such sums have been paid to it by the Issuers or by any obligor on the Notes) in trust for the benefit of Holders of the Notes or the
Trustee; 
 (B) that it will at any time during the continuance of any Event of Default, upon written request from the
Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and 

  
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 (C) that it will give the Trustee written notice within three Business Days of
any failure of the Issuers (or by any obligor on the Notes) in the payment of any installment of the principal of, premium, if any, or interest on, the Notes when the same shall be due and payable. 

SECTION 7.13. Communications. 
 In no
event shall the Agent or any other entity of U.S. Bank National Association be liable for any Losses arising to the Agent or any other entity of U.S. Bank National Association receiving or transmitting any data from any Issuer, any Authorized Person
or any party to the transaction via any non-secure method of transmission or communication, such as, but without limitation, by facsimile or email. 

The parties hereto accept that some methods of communication are not secure and the Agent or any other entity of U.S. Bank National
Association shall incur no liability for receiving instructions via any such non-secure method. The Agent or any other entity of U.S. Bank National Association is authorized to comply with and rely upon any
such notice, instructions or other communications believed by it to have been sent or given by an Authorized Person or an appropriate party to the transaction (or authorized representative thereof). The Issuer or authorized officer of the
Issuer shall use all reasonable endeavors to ensure that instructions transmitted to the Agent or any other entity of U.S. Bank National Association pursuant to this Indenture are complete and correct. Any instructions shall be conclusively deemed
to be valid instructions from the Issuer or authorized officer of the Issuer to the Agent or any other entity of U.S. Bank National Association for the purposes of this Indenture. 

ARTICLE EIGHT 
 AMENDMENT,
SUPPLEMENT AND WAIVER 
 SECTION 8.01. Without Consent of Noteholders. 

Notwithstanding Section 8.02, the Issuers and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees without the
consent of any Holder for any of the following purposes: 
 (1) to cure any ambiguity, defect or inconsistency; 

(2) to provide for uncertificated Notes in addition to or in place of Physical Notes; 

(3) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a
merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; 

  
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 (4) to secure the Notes; 

(5) to conform the text of this Indenture, Note Guarantees or the Notes to any provision of the “Description of the
Notes” contained in the Offering Memorandum to the extent that such provision in the “Description of the Notes” contained in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, Note
Guarantees or the Notes; 
 (6) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in
accordance with the terms of this Indenture; 
 (7) to add to the covenants of the Issuers and the Guarantors for the benefit
of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; 
 (8) to
provide for or confirm the issuance of Exchange Notes and Additional Notes; 
 (9) to make any change that would provide any
additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or 

(10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the
TIA. 
 SECTION 8.02. With Consent of Noteholders. 

(a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note
Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender
offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then
outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). 

(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture
affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): 

(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or
waiver; 

  
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 (2) reduce the principal amount of or change the Maturity Date of any Notes, or
alter the provisions with respect to the redemption of any such Notes (including Section 3.08) other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice
period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains
outstanding has not prior thereto been sent to such Holders; 
 (3) reduce the rate of or change the time for payment of
interest on any such Notes; 
 (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or
interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

 (5) make any such Note payable in currency other than that stated in such Note; 

(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the
Notes issued hereunder to receive payments of principal of or interest on the Notes; 
 (7) after the Issuers’
obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred,
including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; 

(8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note
Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or 
 (9) modify or change any
provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. 
 (c) It
shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 

  
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 (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02
becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the
Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. 

SECTION 8.03. Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture, the Notes or the Note Guarantees shall comply with the TIA as then in effect. 

SECTION 8.04. Revocation and Effect of Consents. 

(a) After an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder of a Note is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same Note or portion thereof, and of any Note issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any
such Note. 
 (b) The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to
consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Noteholders at such record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Noteholders after such record date. No such consent shall be valid or effective for more than 90 days
after such record date unless the consent of the requisite number of Noteholders has been obtained. 
 (c) After an amendment, supplement,
waiver or other action under Section 8.01 or this Section 8.02 becomes effective, it shall bind every Noteholder, unless it makes a change described in any of clauses (1) through (9) of Section 8.02(b). In that case the
amendment, supplement, waiver or other action shall bind each Noteholder who has consented to it and every subsequent Holder of a Note that evidences the same debt or a portion of the same debt as the Note of a consenting Holder. 

SECTION 8.05. Notation on or Exchange of Notes. 

If an amendment, supplement, or waiver changes the terms of a Note, the Trustee (in accordance with the specific written direction of the
Issuers) shall request the Holder of the Note (in accordance with the specific written direction of the Issuers) to deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on the Note about the


  
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changed terms and return it to the Noteholder. Alternatively, if the Issuers or the Trustee so determines, the Issuers in exchange for the Note shall issue, the Guarantors shall endorse and, upon
receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue
a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 
 SECTION 8.06. Trustee To Sign Amendments, etc. 

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Eight if the amendment, supplement or
waiver does not affect the rights, duties, liabilities or immunities of the Trustee. If it does affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may, but need not, sign such amendment, supplement or waiver.
Notwithstanding anything herein to the contrary, in signing or refusing to sign an amendment, supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.01, shall be fully protected in relying upon an Officers’
Certificate and an Opinion of Counsel stating, in addition to the matters required by Section 11.04, that such amendment, supplement or waiver is authorized or permitted by this Indenture and is a legal, valid and binding obligation of the
Issuers and the Guarantors, enforceable against the Issuers and the Guarantors in accordance with its terms (subject to customary exceptions). 

ARTICLE NINE 
 DISCHARGE OF
INDENTURE; DEFEASANCE 
 SECTION 9.01. Discharge of Indenture. 

This Indenture will be discharged and will cease to be of further effect as to all Notes and Note Guarantees, and the Trustee, at the expense
of the Issuers, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Notes and the Note Guarantees, when all amounts due to the Trustee shall have been paid and either: 

(1) the Issuers deliver to the Trustee all outstanding Notes issued under this Indenture (other than Notes which have been
replaced because of mutilation, loss, destruction or wrongful taking as provided in Section 2.08 hereof) for cancellation; or 

(2) (a) all Notes outstanding under this Indenture (I) have become due and payable, whether at maturity or as a result of
the sending of a notice of redemption, or (II) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense, of the Issuers, and an Issuer or any Guarantor irrevocably deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollars, U.S. Government


  
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Obligations or a combination thereof in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if
any, and interest on the Notes outstanding under this Indenture on the maturity date or on the applicable optional redemption date, as the case may be; (b) no Default or Event of Default shall have occurred and be continuing on the date of such
deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which an Issuer or any Guarantor is a party or by which an Issuer or any
Guarantor is bound; (c) the Issuers or any Guarantor has paid or caused to be paid all sums payable by an Issuer or any Guarantor under this Indenture; and (d) the Issuers have delivered (I) irrevocable instructions to the Trustee
under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be, and (II) an Officers’ Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and that such satisfaction and discharge does not result in a default under any agreement or instrument then known to such counsel
which binds or affects the Issuers. 
 The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of and at the expense of the
Issuers. 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuers in Article Two and in Sections
4.01, 4.02, 7.07, 9.05 and 9.06 shall survive such satisfaction and discharge. 
 SECTION 9.02. Legal Defeasance. 

The Issuers may, at their option and at any time, elect to have their obligations and the obligations of the Guarantors discharged with respect
to the outstanding Notes on a date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuers will be deemed to have paid and
discharged the entire indebtedness represented by the outstanding Notes and to have satisfied all their other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Issuers, shall,
subject to Section 9.06, execute instruments in form and substance reasonably satisfactory to the Trustee and the Issuers acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:
(1) the rights of Holders of outstanding Notes to receive solely from the trust funds described in Section 9.04 and as more fully set forth in Section 9.04, payments in respect of the principal of, premium, if any, and interest on
such Notes when such payments are due, (2) the Issuers’ obligations with respect to such Notes under Article Two and Sections 4.02, 4.03 and 4.05, (3) the rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to Section 7.07) and the Issuers’ obligations in connection therewith and (4) this Article Nine. 

  
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 Concurrently with any Legal Defeasance, the Issuers may, at their further option, cause to be
terminated, as of the date on which such Legal Defeasance occurs, all of the obligations under any or all of the Note Guarantees, if any, then existing and obtain the release of the Note Guarantees of any or all Guarantors. In order to exercise such
option regarding a Note Guarantee, the Issuers shall provide the Trustee with written notice of their desire to terminate such Note Guarantee prior to the delivery of the Opinions of Counsel referred to in Section 9.04. 

Subject to compliance with this Article Nine, the Issuers may exercise their option under this Section 9.02 with respect to the
Notes notwithstanding the prior exercise of its option under Section 9.03 below with respect to the Notes. 
 SECTION 9.03. Covenant Defeasance.

 The Issuers may, at their option and at any time, elect to have their obligations and the obligations of the Guarantors under
Sections 4.08, 4.11, 4.15, 4.16 and 4.17 (except for obligations mandated by the TIA) and clause (3) of Section 5.01(a) released with respect to the outstanding Notes on a date the conditions set forth in Section 9.04 are
satisfied (hereinafter, “Covenant Defeasance”). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may fail to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture, the Notes and the Note Guarantees shall be unaffected thereby. In
addition, upon the Issuers’ exercise of the option in this Section 9.03, subject to the satisfaction of the conditions set forth in Section 9.04, Sections 6.01(3), (4), (5) and (6) shall not constitute Events of Default. 

Notwithstanding any discharge or release of any obligations under this Indenture pursuant to Section 9.02 or this Section 9.03, the
Issuers’ obligations in Article Two and Sections 7.07, 9.05, 9.06, 9.07 and 9.08 shall survive until such time as the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 9.05, 9.07 and 9.08 shall survive.

 SECTION 9.04. Conditions to Defeasance or Covenant Defeasance. 

The following shall be the conditions to application of Section 9.02 or Section 9.03 to the outstanding Notes: 

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes issued under
this Indenture, cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in such amounts as will be sufficient, 

  
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in the opinion of a nationally recognized firm of independent public accountants (such opinion shall be addressed and delivered to the Trustee, and upon which the Trustee shall have no liability
in relying), to pay the principal, premium, if any, and interest on the Notes outstanding under this Indenture on the stated maturity date or on the applicable optional redemption date, as the case may be, and the Issuers must specify whether such
Notes are being defeased to maturity or to a particular redemption date; 
 (2) in the case of Legal Defeasance, the Issuers
shall have delivered to the Trustee an Opinion of Counsel in the United States (upon which the Trustee shall have no liability in relying) confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue
Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the
Notes outstanding under this Indenture will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of Covenant Defeasance, the
Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States (upon which the Trustee shall have no liability in relying) confirming that the Holders of the Notes outstanding under this Indenture will not recognize income,
gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had
not occurred; 
 (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the
date of deposit; 
 (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or
constitute a default under any material agreement or instrument (other than this Indenture) to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound; 

(6) the Issuers must have delivered to the Trustee an Opinion of Counsel (upon which the Trustee shall have no liability in
relying) to the effect that assuming no intervening bankruptcy of any Issuer or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of an Issuer under applicable
Bankruptcy Law, after the 91st day following the deposit, the trust funds will not be subject to the effect of applicable Bankruptcy Law; 

  
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 (7) the Issuers must deliver to the Trustee an Officers’ Certificate (upon
which the Trustee shall have no liability in relying) stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes issued under this Indenture over the other creditors of the Issuers with the intent of
defeating, hindering, delaying or defrauding creditors of the Issuers or others; and 
 (8) the Issuers must deliver to the
Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee shall have no liability in relying), each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have
been complied with. 
 SECTION 9.05. Deposited Money and U.S. Government Obligations To Be Held in Trust. 

All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Sections 9.01 and 9.04 in
respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of
all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. 

The Issuers and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Sections 9.01 and 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes. 
 Anything in this Article Nine to the contrary notwithstanding, the Trustee shall
deliver or pay to the Issuers from time to time upon a request of the Issuers any money or U.S. Government Obligations held by it as provided in Sections 9.01 and 9.04 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent satisfaction and discharge, Legal Defeasance or Covenant
Defeasance. 

  
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 SECTION 9.06. Reinstatement. 

If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 9.01, 9.02 or
9.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, each Issuer’s and each Guarantor’s obligations under this
Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Nine until such time as the Trustee or such Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 9.01, 9.02 or 9.03; provided that if the Issuers or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of
their obligations, the Issuers or the Guarantors, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent. 

SECTION 9.07. Moneys Held by Paying Agent. 

In connection with the satisfaction and discharge of this Indenture, all moneys and U.S. Government Obligations then held by any Paying Agent
under the provisions of this Indenture shall, upon written demand of the Issuers, be paid or delivered to the Trustee, or if sufficient moneys and U.S. Government Obligations have been deposited pursuant to Section 9.04, to the Issuers upon a
request of the Issuers (or, if such moneys and U.S. Government Obligations had been deposited by the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be released from all further liability with respect to such moneys. 

SECTION 9.08. Moneys Held by Trustee. 

Any moneys and U.S. Government Obligations deposited with the Trustee or any Paying Agent or then held by the Issuers or the Guarantors in
trust for the payment of the principal of, or premium, if any, or interest on any Note that are not applied but remain unclaimed by the Holder of such Note for two years after the date upon which the principal of, or premium, if any, or interest on
such Note shall have respectively become due and payable shall be repaid or returned to the Issuers (or, if appropriate, the Guarantors) upon a request of the Issuers, or if such moneys and U.S. Government Obligations are then held by the Issuers or
the Guarantors in trust, such moneys and U.S. Government Obligations shall be released from such trust; and the Holder of such Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Issuers and the
Guarantors for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneys and U.S. Government Obligations shall thereupon cease; provided that the Trustee or any such Paying Agent, before
being required to make any such repayment, may, at the expense of the Issuers and the Guarantors, either mail to each Noteholder affected, at the address shown in the register of the Notes maintained by the Registrar pursuant to Section 2.06,
or cause to be published once a week for two successive weeks, in one newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, the State of New York, a notice that such
moneys and U.S. Government Obligations remains unclaimed and that, after a date specified therein, which shall not 

  
 -75- 







 
be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys and U.S. Government Obligations then remaining will be repaid or returned to the Issuers.
After payment or return to the Issuers or the Guarantors or the release of any moneys and U.S. Government Obligations held in trust by an Issuer or any Guarantors, as the case may be, Holders entitled thereto must look only to the Issuers and the
Guarantors for payment as general creditors unless applicable abandoned property law designates another Person. 
 ARTICLE TEN 

GUARANTEE OF SECURITIES 
 SECTION 10.01.
Guarantee. 
 The Guarantors, by execution of this Indenture, jointly and severally, guarantee to each Holder (i) the due and
punctual payment of the principal of, premium, if any, and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal
of and interest on the Notes, to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of such
Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that, subject only to the applicable provisions, if any, of Section 10.06, its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or this Indenture, any failure to enforce the provisions of any such Note or this Indenture, any waiver,
modification or indulgence granted to the Issuers with respect thereto by the Holder of such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. 

Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of
an Issuer, any right to require a proceeding first against an Issuer, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to
any such Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby,
and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this
Guarantee. 

  
 -76- 







 The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Note Guarantees. 

SECTION 10.02. Execution and Delivery of Note Guarantee. 

To further evidence the Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Note Guarantee,
substantially in the form attached hereto as Exhibit I, shall be endorsed on each Note authenticated and delivered by the Trustee and such Note Guarantee shall be executed by either manual, facsimile, .pdf attachment or
other electronically transmitted signature of an Officer of each Guarantor. The validity and enforceability of any Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. 

Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall be in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Note Guarantee. 
 If an Officer of a Guarantor whose signature is on this Indenture
or a Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Note Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Note shall be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set
forth in this Indenture on behalf of the Guarantor. 
 SECTION 10.03. Release of Guarantors. 

(a) The Note Guarantee of a Guarantor (other than Parent) will be unconditionally released and discharged upon any of the following: 

(1) any Transfer (including, without limitation, by way of consolidation or merger) by Parent or any Subsidiary to any Person
that is not Parent or a Subsidiary of Parent of all of the Equity Interests of, or all or substantially all of the properties and assets of, such Guarantor; 

(2) any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) by Parent or any
Subsidiary to any Person that is not Parent or a Subsidiary of Parent of Equity Interests of such Guarantor or any issuance by such Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary of Parent; provided that
such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility; 

  
 -77- 







 (3) the release of such Guarantor from all obligations of such Guarantor in
respect of Indebtedness under each Credit Facility, except to the extent such Guarantor is otherwise required to provide a Guarantee pursuant to Section 4.17; or 

(4) upon the contemporaneous release or discharge of all Guarantees by such Guarantor which would have required such Guarantor
to guarantee the Notes pursuant to Section 4.17. 
 (b) Except as provided under Article Five, a Note Guarantee of Parent may be
released and discharged only with the consent of each Holder of Notes to which such Note Guarantee relates. 
 (c) No such release or
discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates (i) if a Default or Event of Default shall have occurred and be continuing under this Indenture as
of the time of such proposed release until such time as such Default or Event of Default is cured and waived (unless such release is in connection with the sale of the Equity Interests in such Guarantor constituting collateral for a Credit Facility
in connection with the exercise of remedies against such Equity Interests or in connection with a Transfer permitted by this Indenture if, but for the existence of such Default or Event of Default, such Subsidiary would otherwise be entitled to be
released from its Note Guarantee following the sale of such Equity Interests) and (ii) until the Issuers shall have delivered to the Trustee an Officers’ Certificate, upon which such Trustee shall be entitled but not obligated to rely,
stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such release and discharge is authorized and permitted under this Indenture. 

(d) The Trustee shall execute any documents reasonably requested by either the Issuers or a Guarantor in order to evidence the release of such
Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten. 
 SECTION 10.04. Waiver of Subrogation. 

Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuers that arise from
the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right
to participate in any claim or remedy of any Holder of Notes against the Issuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from
the Issuers, directly or indirectly, in cash or other property or by set-off or in any other 

  
 -78- 







 
manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in
full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this
Indenture and that the waiver set forth in this Section 10.04 is knowingly made in contemplation of such benefits. 
 SECTION 10.05. Notice to
Trustee. 
 An Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Issuer or any such
Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the Note Guarantees. Notwithstanding the provisions of this Article Ten or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Note Guarantees, unless and until a Responsible Officer of the Trustee shall have received
written notice thereof from the Issuers no later than one Business Day prior to such payment; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of
Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice referred to in this Section 10.05 at least one Business
Day prior to the date upon which by the terms hereof any such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of, premium, if any, or interest on any Note), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary
which may be received by it less than three Business Days prior to such date. 
 SECTION 10.06. Limitation on Guarantor’s
Liability. 
 Each Guarantor, and by its acceptance hereof, each Holder, hereby confirm that it is the intention of all such parties that
the Guarantee of a Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S.
Federal or state or other applicable law. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a Guarantor under its Note Guarantee shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such Guarantor result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance. 

  
 -79- 







 ARTICLE ELEVEN 

MISCELLANEOUS 
 SECTION 11.01. Trust Indenture
Act Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be
included in this Indenture by the TIA, the required provision shall control. If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified. If any
provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture. 

The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed
included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. 
 SECTION 11.02.
Notices. 
 Except for notice or communications to Holders, any notice or communication shall be given in writing and delivered in
person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, addressed as follows: 

If to an Issuer or any Guarantor:  

Crown Americas LLC 
 Crown
Americas Capital Corp. VI 
 c/o Crown Holdings, Inc. 

One Crown Way 
 Philadelphia, PA
19154-4599 
 Attn: General Counsel 

Telephone: (215) 698-5100 

Facsimile:  (215) 676-6011 

With copies to: 
 Dechert LLP

 Cira Center 
 2929 Arch
Street 
 Philadelphia, PA 19104 

Attn: William G. Lawlor 

  
 -80- 







 Ian A. Hartman 

Telephone: (215) 994-4000 

Facsimile: (215) 994-2222 

If to the Trustee:  

U.S. Bank National Association 

Global Corporate Trust Services 

Two Liberty Place 
 50 South
16th Street, Suite 2000 
 Mail Station: EX-PA-WBSP 

Philadelphia, PA 19102 

Attention: Michael Judge 

Telephone: (215) 761-9326 

Facsimile:  (215) 761-9412 

Email: Michael.Judge@usbank.com 

The Issuers, the Guarantors or the Trustee by written notice to the others may designate additional or different addresses for subsequent
notices or communications. 
 All notices and communications (other than those sent to Holders) shall be deemed to have been duly given at
the time delivered by hand, if personally delivered; five (5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually
received by the addressee); when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee
receives it. 
 In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail
any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice. 

  
 -81- 







 Notwithstanding anything herein to the contrary, any notice to the Trustee shall be deemed given
when actually received. 
 SECTION 11.03. Communications by Holders with Other Holders. 

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.
The Issuers, the Guarantors, the Trustee, the Registrar, each Agent and anyone else shall have the protection of TIA § 312(c). 
 SECTION 11.04.
Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by an Issuer or any Guarantor to the Trustee to
take any action under this Indenture, such Issuer or such Guarantor shall furnish to the Trustee: 
 (1) an Officers’
Certificate (which shall include the statements set forth in Section 11.05 below) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have
been complied with; and 
 (2) an Opinion of Counsel (which shall include the statements set forth in Section 11.05
below) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with. 
 SECTION 11.05. Statements
Required in Certificate and Opinion. 
 Each certificate and opinion with respect to compliance by or on behalf of an Issuer or any
Guarantor with a condition or covenant provided for in this Indenture shall include: 
 (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; 
 (2) a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(3) a statement that, in the opinion of such Person, it or he has made such examination or investigation as is necessary to
enable it or him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(4) a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with. 

  
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 SECTION 11.06. Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or meetings of Noteholders. The Registrar and Paying Agent may make reasonable rules for
their functions. 
 SECTION 11.07. Business Days; Legal Holidays. 

A “Business Day” is a day that is not a Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday or other day
on which commercial banks in The City of New York, the State of New York are authorized or required by law to close. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not
a Legal Holiday, and no interest shall accrue for the intervening period. 
 SECTION 11.08. Governing Law. 

This Indenture, the Notes and the Note Guarantees shall be governed by and construed in accordance with the laws of the State of New York, but
without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. 

SECTION 11.09. No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret another indenture, loan, security or debt agreement of Parent or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this Indenture. 
 SECTION 11.10. Successors. 

All agreements of the Issuers and the Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements of the
Trustee, any additional trustee and any Agents in this Indenture shall bind its successor. 
 SECTION 11.11. Multiple Counterparts. 

The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement. 
 SECTION 11.12. Table of Contents, Headings, etc. 

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

  
 -83- 







 SECTION 11.13. Separability. 

Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 11.14. Waiver of Jury Trial 
 EACH
OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 
 SECTION 11.15. Force Majeure 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances. 
 SECTION 11.16. Submission to Jurisdiction. 

By the execution and delivery of this Indenture, the Issuers and each Guarantor (i) acknowledges that it may be served in any suit or
proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan or brought under Federal or
state securities laws, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in subsection (a)(i) above and (iii) agrees that service of process
upon the Issuers in accordance with this Section 11.16 shall be deemed in every respect effective service of process upon the Issuers or any Guarantor, if any, in any such suit or proceeding. 

[Signature Pages Follow] 

  
 84 







 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date
and year first written above. 
  

			
	CROWN AMERICAS LLC
	    as Issuer
		
	By:	 	 /s/ Kevin C. Clothier

		 	Name: Kevin C. Clothier
		 	Title:   Vice President & Treasurer
	
	CROWN AMERICAS CAPITAL CORP. VI
	    as Issuer
		
	By:	 	 /s/ Kevin C. Clothier

		 	Name: Kevin C. Clothier
		 	Title:   Vice President & Treasurer



  
 S-1 







 
			
	GUARANTORS:
	
	Crown Holdings, Inc.
		
	By:	 	 /s/ Thomas A. Kelly

		 	Name: Thomas A. Kelly
		 	Title:   Senior Vice President &
		 	            Chief Financial Officer



  
 S-2 







 
			
	CR USA, Inc.
	CROWN Beverage Packaging Puerto Rico, Inc.
	Crown Consultants, Inc.
	Crown Cork & Seal Company (DE), LLC
	Crown Cork & Seal Company, Inc.
	Crown Financial Corporation
	Crown International Holdings, Inc.
	CROWN Packaging Technology, Inc.
	Foreign Manufacturers Finance Corporation
		
	By:	 	 /s/ Kevin C. Clothier

		 	Name: Kevin C. Clothier
		 	Title:   Vice President & Treasurer
	
	Crown Beverage Packaging, LLC
		
	By:	 	 /s/ Kevin C. Clothier

		 	Name: Kevin C. Clothier
		 	Title:   Assistant Treasurer
	
	CROWN Cork & Seal USA, Inc.
		
	By:	 	 /s/ Kevin C. Clothier

		 	Name: Kevin C. Clothier
		 	Title:   Assistant Treasurer



  
 S-3 







 
			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Michael Judge

		 	Name: Michael Judge
		 	Title:   Vice President



  
 S-4 







 EXHIBIT A-1 

[FORM OF RESTRICTED NOTE] 

CROWN AMERICAS LLC 

CROWN AMERICAS CAPITAL CORP. VI 

4.750% SENIOR NOTE DUE 2026 

[Insert Global Note Legend, if applicable] 

[Insert Private Placement Legend] 
  

			
	No. [    ]	  	CUSIP No. [        ]

 ISIN No. [        ] 

$[        ] 

CROWN AMERICAS LLC, a Pennsylvania limited liability company (“Crown Americas”), and CROWN AMERICAS CAPITAL CORP. VI, a
Delaware corporation (“Capital Corp. VI”), as issuers (the “Issuers”), for value received, jointly and severally, promise to pay to
[                ] or registered assigns the principal sum of [                ] (or such
other principal amount as shall be set forth in the Schedule of Exchanges of Interests in Global Note attached hereto), on February 1, 2026. 

Interest Payment Dates: February 1 and August 1, commencing August 1, 2018. 

Record Dates: January 15 and July 15 (whether or not a Business Day). 

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at
this place. 

  
 A-1-1 







 IN WITNESS WHEREOF, each Issuer has caused this Note to be signed by two of its duly authorized
officers. 
  

			
	CROWN AMERICAS LLC
		
	By:	 	
                     
                                    

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:
	
	CROWN AMERICAS CAPITAL CORP. VI
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-1-2 







 Certificate of Authentication 

This is one of the 4.750% Senior Notes due 2026 referred to in the within-mentioned Indenture. 

 

			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	
                     
                



 Dated: January 26, 2018 

  
 A-1-3 







 [FORM OF REVERSE OF RESTRICTED NOTE] 

CROWN AMERICAS LLC 

CROWN AMERICAS CAPITAL CORP. VI 

4.750% SENIOR NOTE DUE 2026 
 1.
Interest. CROWN AMERICAS LLC, a Pennsylvania limited liability company (“Crown Americas”), and CROWN AMERICAS CAPITAL CORP. VI, a Delaware corporation (“Capital Corp. VI”), as issuers (the
“Issuers”), jointly and severally, promise to pay interest on the principal amount set forth on the face hereof at a rate of 4.750% per annum. Interest hereon will accrue from and including the most recent date to which interest has
been paid or, if no interest has been paid, from and including January 26, 20181 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each February 1
and August 1, commencing August 1, 20182. Interest will be computed on the basis of a 360-day year of twelve
30-day months and actual days elapsed. The Issuers shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by the Notes. 

2. Method of Payment. The Issuers will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the
close of business on January 15 or July 15 preceding the Interest Payment Date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuers will pay principal and interest in
U.S. Dollars. Interest may be paid by check mailed to the Holder entitled thereto at the address indicated on the register maintained by the Registrar for the Notes. 

3. Paying Agent and Registrar. Initially, U.S. Bank National Association (the “Trustee”) will act as a Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice. The Issuers or any Affiliate thereof may act as Paying Agent or Registrar. 

4. Indenture. The Issuers issued the Notes under an Indenture dated as of January 26, 2018 (the “Indenture”) among
the Issuers, the Guarantors and the Trustee. This is one of an issue of Notes of the Issuers issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and
certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. 
  

	1 	In the case of Notes issued on the Issue Date. 


	2 	In the case of Notes issued on the Issue Date. 


  
 A-1-4 







 5. Optional Redemption. 

(a) On and after February 1, 2021, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, at
the following redemption prices, expressed as percentages of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, if redeemed during the twelve-month period commencing on February 1 of any year set
forth below: 
  

					
	 Year
	  	Percentage	 
	 2021
	  	 	103.563	% 
	 2022
	  	 	102.375	% 
	 2023
	  	 	101.188	% 
	 2024 and thereafter
	  	 	100.000	% 

 (b) In addition, prior to February 1, 2021, the Issuers may redeem the Notes, at their option, in whole
at any time or in part from time to time, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Make-Whole Redemption Date, plus the applicable Make-Whole Premium (a “Make-Whole
Redemption”). The Issuers shall notify the Trustee of the Make-Whole Premium by delivering to the Trustee, on or before the applicable Redemption Date, an Officers’ Certificate showing the calculation thereof in reasonable detail, and
the Trustee shall have no responsibility for verifying or otherwise for such calculation. 
 (c) Notwithstanding the foregoing, on or prior
to February 1, 2021, the Issuers, on one or more occasions, may, at their option, redeem up to 35% in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price equal to
104.750% of their principal amount, plus accrued and unpaid interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings by Parent to the extent that the net cash proceeds thereof are contributed to the common
equity capital of Crown Americas or are used to subscribe from Crown Americas’ shares of its Qualified Capital Stock; provided that (1) at least 65% in aggregate principal amount of the Notes (including Additional Notes) originally
issued under the Indenture remain outstanding immediately after the occurrence of each such redemption and (2) such redemption occurs within 90 days of the date of the closing of any such Equity Offering. 

(d) Notice of any redemption upon an Equity Offering may be given prior to the completion of the related Equity Offering, and any such
redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent described in the notice relating to such redemption, including, but not limited to, completion of the related Equity Offering. 

  
 A-1-5 







 (e) In addition, the Issuers may acquire Notes by means other than a redemption, whether by
tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture. 

6. Notice of Redemption. Notices of redemption shall be mailed by first class mail or sent electronically at least 30 but not more than
60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount
thereof to be redeemed. Any redemption and notice thereof may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent described in the notice relating to such redemption. 

7. Special Mandatory Redemption. 

(a) The Notes will be redeemed in whole at a special mandatory redemption price (the “Special Mandatory Redemption Price”)
equal to 100% of the initial issue price of the Notes (as set forth on the cover of the Offering Memorandum), plus accrued and unpaid interest thereon, if any, from January 26, 2018 (or, if after the August 1, 2018 interest payment date,
from August 1, 2018) to, but excluding, the Special Mandatory Redemption Date (as defined below), in the event that on or prior to August 15, 2018, (i) Parent does not acquire entities, properties and assets representing at least 80%
of the net sales generated by Signode and its consolidated subsidiaries for the twelve months ended September 30, 2017 or (ii) Parent notifies the trustee in writing that it will not pursue the Signode Acquisition. Each of the events
specified in clauses (i) and (ii) above is a “Special Mandatory Redemption Event.” 
 (b) Upon the occurrence of a
Special Mandatory Redemption Event, Parent shall promptly (but in no event later than five Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing (such date of notification, the “Redemption Notice
Date”), that the Notes are to be redeemed on the 5th Business Day following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”), in each case in accordance with Section 3.08 of the
Indenture. Parent or, upon receipt of written instruction from Parent accompanied by an Officer’s Certificate, the Trustee, on the Redemption Notice Date, shall notify each Holder in accordance with Section 3.08 of the Indenture that all
of the outstanding Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes. At or prior to 11:00 a.m. (New York City
time) on the Special Mandatory Redemption Date, the Issuers shall deposit funds sufficient to pay the Special Mandatory Redemption Price for the Notes on such date. If such deposit is made as provided above, the Notes will cease to bear interest on
and after the Special Mandatory Redemption Date and Noteholders’ only right will be to receive the redemption payment upon surrender of their Notes. 

  
 A-1-6 







 8. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of
Control Repurchase Event and subject to further limitations contained therein, the Issuers shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture. 

9. Registration Rights Agreement. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement. 

The Holders shall be entitled under the Registration Rights Agreement to receive Additional Interest hereon upon other conditions, all pursuant
to and in accordance with the terms of the Registration Rights Agreement. 
 10. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes or portion of a Note selected for
redemption, or register the transfer of or exchange any Notes for a period of 15 days before a mailing of notice of redemption or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in
part. 
 11. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of this Note for all purposes. 

12. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee will pay the money
back to the Issuers at their written request. After that, Holders entitled to the money must look to the Issuers and the Guarantors for payment as general creditors unless an “abandoned property” law designates another Person. 

13. Amendment, Supplement, Waiver, Etc. The Issuers and the Trustee may, without the consent of the Holders of any outstanding Notes,
amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the TIA, providing for the
assumption by a successor to an Issuer of its obligations to the Holders and making any change that does not adversely affect the rights of any Holder in any material respect. Other amendments and modifications of the Indenture or the Notes may be
made by the Issuers and the Trustee with the consent of the Holders of at least a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be
affected. 

  
 A-1-7 







 14. Restrictive Covenants. The Indenture imposes certain limitations on the ability of
Parent and its Restricted Subsidiaries to, among other things, create Liens, enter into Sale and Leaseback Transactions or consolidate, merge or sell all or substantially all of the assets of Parent and its Restricted Subsidiaries and requires the
Issuers to provide reports to Holders of the Notes. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the Issuers must annually report to the Trustee on compliance
with such limitations. 
 15. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under
the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations. 

16. Defaults and Remedies. Events of Default are set forth in the Indenture. If an Event of Default occurs and is continuing under the
Indenture, either the Trustee, by notice in writing to the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuers and the Trustee specifying the respective Event of
Default and that it is a “notice of acceleration”, may declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be due and payable, and upon such declaration of acceleration, such principal of and
premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, however, that, notwithstanding the foregoing, if an Event of Default specified in Section 6.01(7) occurs with respect to Parent
or an Issuer, the principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 

Notwithstanding the foregoing, if after such acceleration but before a judgment or decree based on such acceleration is obtained by the
Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: 

(1) all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because
of the acceleration, have been cured or waived; 
 (2) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; 

(3) the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements
and advances; and 
 (4) in the event of the cure or waiver of an Event of Default of the type described in
Section 6.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. 

No such rescission shall affect any subsequent Default or impair any right consequent thereto. 

  
 A-1-8 







 Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of or interest on the Notes) if it determines that withholding
notice is in their best interests. 
 17. Trustee Dealings with the Issuers. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from and perform services for an Issuer or its Affiliates, and may otherwise deal with an Issuer or its Affiliates, as if it were not Trustee. 

18. No Recourse Against Others. No director, officer, employee, incorporator or holder of Capital Stock of Parent or of any Restricted
Subsidiary, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability. 
 19. Discharge. The Issuers’ obligations
pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of cash in U.S.
Dollars, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be. 

20. Guarantees. From and after the Issue Date, the Notes will be entitled to the benefits of certain Note Guarantees made for the
benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders. 

21. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this
Note. 
 22. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

23. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

  
 A-1-9 







 The Issuers will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: 
 Crown Americas LLC 

Crown Americas Capital Corp. VI 

c/o Crown Holdings, Inc. 
 Attn:
Corporate Secretary 
 One Crown Way 

Philadelphia, PA 19154 

Telephone: (215) 698-5100 

  
 A-1-10 







 ASSIGNMENT 

I or we assign and transfer this Note to: 
  

 
 (Insert assignee’s social security
or tax I.D. number) 
  
  

(Print or type name, address and zip code of assignee) 
  

			
	and irrevocably appoint	 	  


 Agent to transfer this Note on the books of the Issuers. The Agent may substitute another to act for him. 

 

							
	Date:
                                         
       	 		 	Your Signature:	 	  

		 		 		 	(Sign exactly as your name appears on the other side of this Note)

 Signature Guarantee: ______________________________ 

SIGNATURE GUARANTEE 
 Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-1-11 







 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have all or any part of this Note purchased by the Issuers pursuant to Section 4.08, check the appropriate box:

 ☐
Section 4.08                         ☐ 

If you want to have only part of the Note purchased by the Issuers pursuant to Section 4.08 of the Indenture, state the amount you elect
to have purchased: 
  

			
	$	 	  

		 	($1,000 or any integral multiple thereof; provided that the part not purchased must be at least $2,000)

  

			
	Date:	 	
                     
                    


  

			
	Your Signature:	 	
                     


		 	(Sign exactly as your name appears on the face of this Note)


  

	
	  

	Signature Guaranteed

 SIGNATURE GUARANTEE 

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-1-12 







 SCHEDULE OF EXCHANGES OF
INTERESTS IN GLOBAL NOTE* 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Physical Note, or exchanges of a part of
another Global Note or Physical Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease in
Principal Amount

of
 this Global Note
	 	 Amount of increase in

Principal Amount
 of

this Global Note
	 	 Principal Amount

of this Global Note
 following such
decrease
 (or increase)
	 	 Signature of authorized
signatory of
Trustee


  
  

	* 	Insert in Global Securities only. 


  
 A-1-13 







 EXHIBIT A-2 

[FORM OF UNRESTRICTED NOTE] 

CROWN AMERICAS LLC 

CROWN AMERICAS CAPITAL CORP. VI 

        4.750% SENIOR NOTE DUE 2026 

[Insert Global Note Legend, if applicable] 

 

			
	No. [    ]	  	CUSIP No. [        ]
		  	ISIN No. [        ]
		  	$[        ]

 CROWN AMERICAS LLC, a Pennsylvania limited liability company (“Crown Americas”), and CROWN
AMERICAS CAPITAL CORP. VI, a Delaware corporation (“Capital Corp. VI”), as issuers (the “Issuers”), for value received, jointly and severally, promise to pay to
[                ] or registered assigns the principal sum of [                ] (or such
other principal amount as shall be set forth in the Schedule of Exchanges of Interests in Global Note attached hereto), on February 1, 2026. 

Interest Payment Dates: February 1 and August 1, commencing August 1, 2018. 

Record Dates: January 15 and July 15 (whether or not a Business Day). 

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at
this place. 

  
 A-2-1 







 IN WITNESS WHEREOF, each Issuer has caused this Note to be signed by two of its duly authorized
officers. 
  

			
	CROWN AMERICAS LLC
		
	By:	 	
                     
    

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:
	
	CROWN AMERICAS CAPITAL CORP. VI
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-2-2 







 Certificate of Authentication 

This is one of the 4.750% Senior Notes due 2026 referred to in the within-mentioned Indenture. 

 

			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	
                     
        



 Dated: January 26, 2018 

  
 A-2-3 







 [FORM OF REVERSE OF UNRESTRICTED NOTE] 

CROWN AMERICAS LLC 

CROWN AMERICAS CAPITAL CORP. VI 

4.750% SENIOR NOTE DUE 2026 
 1.
Interest. CROWN AMERICAS LLC, a Pennsylvania limited liability company (“Crown Americas”), and CROWN AMERICAS CAPITAL CORP. VI, a Delaware corporation (“Capital Corp. VI”), as issuers (the
“Issuers”), jointly and severally, promise to pay interest on the principal amount set forth on the face hereof at a rate of 4.750% per annum. Interest hereon will accrue from and including the most recent date to which interest has
been paid or, if no interest has been paid, from and including January 26, 2018 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each February 1 and August 1, commencing August 1, 2018.
Interest will be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. The Issuers shall pay interest on overdue principal and on
overdue interest (to the full extent permitted by law) at the rate borne by the Notes. 
 2. Method of Payment. The Issuers will pay
interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on January 15 or July 15 preceding the Interest Payment Date (whether or not a Business Day). Holders must surrender Notes to a
Paying Agent to collect principal payments. The Issuers will pay principal and interest in U.S. Dollars. Interest may be paid by check mailed to the Holder entitled thereto at the address indicated on the register maintained by the Registrar for the
Notes. 
 3. Paying Agent and Registrar. Initially, U.S. Bank National Association (the “Trustee”) will act as a
Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice. The Issuers or any Affiliate thereof may act as Paying Agent or Registrar. 

4. Indenture. The Issuers issued the Notes under an Indenture dated as of January 26, 2018 (the “Indenture”) among
the Issuers, the Guarantors and the Trustee. This is one of an issue of Notes of the Issuers issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and
certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. 

  
 A-2-4 







 5. Optional Redemption. 

(a) On and after February 1, 2021, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, at
the following redemption prices, expressed as percentages of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, if redeemed during the twelve-month period commencing on February 1 of any year set
forth below: 
  

					
	 Year
	  	Percentage	 
	 2021
	  	 	103.563	% 
	 2022
	  	 	102.375	% 
	 2023
	  	 	101.188	% 
	 2024 and thereafter
	  	 	100.000	% 

 (b) In addition, prior to February 1, 2021, the Issuers may redeem the Notes, at their option, in whole
at any time or in part from time to time, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Make-Whole Redemption Date, plus the applicable Make-Whole Premium (a “Make-Whole
Redemption”). The Issuers shall notify the Trustee of the Make-Whole Premium by delivering to the Trustee, on or before the applicable Redemption Date, an Officers’ Certificate showing the calculation thereof in reasonable detail, and
the Trustee shall have no responsibility for verifying or otherwise for such calculation. 
 (c) Notwithstanding the foregoing, on or prior
to February 1, 2021, the Issuers, on one or more occasions, may, at their option, redeem up to 35% in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price equal to
104.750% of their principal amount, plus accrued and unpaid interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings by Parent to the extent that the net cash proceeds thereof are contributed to the common
equity capital of Crown Americas or are used to subscribe from Crown Americas’ shares of its Qualified Capital Stock; provided that (1) at least 65% in aggregate principal amount of the Notes (including Additional Notes) originally
issued under the Indenture remain outstanding immediately after the occurrence of each such redemption and (2) such redemption occurs within 90 days of the date of the closing of any such Equity Offering. 

(d) Notice of any redemption upon an Equity Offering may be given prior to the completion of the related Equity Offering, and any such
redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent described in the notice relating to such redemption, including, but not limited to, completion of the related Equity Offering. 

(e) In addition, the Issuers may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated
transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture. 

  
 A-2-5 







 6. Notice of Redemption. Notices of redemption shall be mailed by first class mail or sent
electronically at least 30 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall
state the portion of the principal amount thereof to be redeemed. Any redemption and notice thereof may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent described in the notice relating to such
redemption. 
 7. Special Mandatory Redemption. 

(a) The Notes will be redeemed in whole at a special mandatory redemption price (the “Special Mandatory Redemption Price”)
equal to 100% of the initial issue price of the Notes (as set forth on the cover of the Offering Memorandum), plus accrued and unpaid interest thereon, if any, from January 26, 2018 (or, if after the August 1, 2018 interest payment date,
from August 1, 2018) to, but excluding, the Special Mandatory Redemption Date (as defined below), in the event that on or prior to August 15, 2018, (i) Parent does not acquire entities, properties and assets representing at least 80%
of the net sales generated by Signode and its consolidated subsidiaries for the twelve months ended September 30, 2017 or (ii) Parent notifies the trustee in writing that it will not pursue the Signode Acquisition. Each of the events
specified in clauses (i) and (ii) above is a “Special Mandatory Redemption Event.” 
 (b) Upon the occurrence of a
Special Mandatory Redemption Event, Parent shall promptly (but in no event later than five Business Days following such Special Mandatory Redemption Event) notify the Trustee in writing (such date of notification, the “Redemption Notice
Date”), that the Notes are to be redeemed on the 5th Business Day following the Redemption Notice Date (such date, the “Special Mandatory Redemption Date”), in each case in accordance with Section 3.08 of the
Indenture. Parent or, upon receipt of written instruction from Parent accompanied by an Officer’s Certificate, the Trustee, on the Redemption Notice Date, shall notify each Holder in accordance with Section 3.08 of the Indenture that all
of the outstanding Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the Holders of the Notes. At or prior to 11:00 a.m. (New York City
time) on the Special Mandatory Redemption Date, the Issuers shall deposit funds sufficient to pay the Special Mandatory Redemption Price for the Notes on such date. If such deposit is made as provided above, the Notes will cease to bear interest on
and after the Special Mandatory Redemption Date and Noteholders’ only right will be to receive the redemption payment upon surrender of their Notes. 

8. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of Control Repurchase Event and subject to further
limitations contained therein, the Issuers shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture. 

9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer 

  
 A-2-6 







 documents and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Notes or portion of a Note selected for redemption, or register the transfer of or exchange any Notes for a period of 15 days before a mailing of notice of redemption or of any Note selected, called or
being called for redemption except the unredeemed portion of any Note being redeemed in part. 
 10. Persons Deemed Owners. The
registered Holder of this Note may be treated as the owner of this Note for all purposes. 
 11. Unclaimed Money. If money for the
payment of principal or interest remains unclaimed for two years, the Trustee will pay the money back to the Issuers at their written request. After that, Holders entitled to the money must look to the Issuers and the Guarantors for payment as
general creditors unless an “abandoned property” law designates another Person. 
 12. Amendment, Supplement, Waiver, Etc.
The Issuers and the Trustee may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or
inconsistencies, maintaining the qualification of the Indenture under the TIA, providing for the assumption by a successor to an Issuer of its obligations to the Holders and making any change that does not adversely affect the rights of any Holder
in any material respect. Other amendments and modifications of the Indenture or the Notes may be made by the Issuers and the Trustee with the consent of the Holders of at least a majority of the aggregate principal amount of the outstanding Notes,
subject to certain exceptions requiring the consent of the Holders of the particular Notes to be affected. 
 13. Restrictive
Covenants. The Indenture imposes certain limitations on the ability of Parent and its Restricted Subsidiaries to, among other things, create Liens, enter into Sale and Leaseback Transactions or consolidate, merge or sell all or substantially all
of the assets of Parent and its Restricted Subsidiaries and requires the Issuers to provide reports to Holders of the Notes. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to Section 4.06 of the
Indenture, the Issuers must annually report to the Trustee on compliance with such limitations. 
 14. Successor Corporation. When a
successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article
Five, be released from those obligations. 
 15. Defaults and Remedies. Events of Default are set forth in the Indenture. If an Event
of Default occurs and is continuing under the Indenture, either the Trustee, by notice in writing to the Issuers, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuers and the
Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, may declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be due and 

  
 A-2-7 







 payable, and upon such declaration of acceleration, such principal of and premium, if any, and accrued interest,
if any, shall be immediately due and payable; provided, however, that, notwithstanding the foregoing, if an Event of Default specified in Section 6.01(7) occurs with respect to Parent or an Issuer, the principal of and
premium, if any, and accrued interest, if any, on the Notes then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 

Notwithstanding the foregoing, if after such acceleration but before a judgment or decree based on such acceleration is obtained by the
Trustee, the Holders of a majority in aggregate principal amount of outstanding Notes may rescind and annul such acceleration if: 

(1) all Events of Default, other than nonpayment of principal, premium, if any, or interest that has become due solely because
of the acceleration, have been cured or waived; 
 (2) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; 

(3) the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements
and advances; and 
 (4) in the event of the cure or waiver of an Event of Default of the type described in
Section 6.01(7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. 

No such rescission shall affect any subsequent Default or impair any right consequent thereto. 

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of or interest on the Notes) if it determines that withholding notice is in their best interests. 

16. Trustee Dealings with the Issuers. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and
perform services for an Issuer or its Affiliates, and may otherwise deal with an Issuer or its Affiliates, as if it were not Trustee. 
 17.
No Recourse Against Others. No director, officer, employee, incorporator or holder of Capital Stock of Parent or of any Restricted Subsidiary, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the
Notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. 

  
 A-2-8 







 18. Discharge. The Issuers’ obligations pursuant to the Indenture will be discharged,
except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of cash in U.S. Dollars, U.S. Government Obligations or a
combination thereof, in such amounts as will be sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be. 

19. Guarantees. From and after the Issue Date, the Notes will be entitled to the benefits of certain Note Guarantees made for the
benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders. 

20. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this
Note. 
 21. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

22. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: 

Crown Americas LLC 

Crown Americas Capital Corp. VI 

c/o Crown Holdings, Inc. 

Attn: Corporate Secretary 

One Crown Way 

Philadelphia, PA 19154 

Telephone: (215) 698-5100 

  
 A-2-9 







 ASSIGNMENT 

I or we assign and transfer this Note to: 
  

 
 (Insert assignee’s social security
or tax I.D. number) 
  
  

(Print or type name, address and zip code of assignee) 
  

			
	and irrevocably appoint	 	  


 Agent to transfer this Note on the books of the Issuers. The Agent may substitute another to act for him. 

 

							
	Date:                             	 		 	Your Signature:	 	
                     
            

		 		 		 	(Sign exactly as your name appears on the other side of this Note)

 Signature Guarantee: ______________________________ 

SIGNATURE GUARANTEE 
 Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-2-10 







 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have all or any part of this Note purchased by the Issuers pursuant to Section 4.08 of the Indenture, check the
appropriate box: 
 ☐ Section 4.08 

If you want to have only part of the Note purchased by the Issuers pursuant to Section 4.08 of the Indenture, state the amount you elect
to have purchased: 
 $
                                         
             
 ($1,000 or any integral multiple 

thereof; provided that the part not 

purchased must be at least $2,000) 
  

			
	Date:	 	  


  

			
	Your Signature:	 	
                     
            

		 	(Sign exactly as your name appears on the face of this Note)


  

	
	
                 

	Signature Guaranteed

 SIGNATURE GUARANTEE 

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-2-11 







 SCHEDULE OF EXCHANGES OF
INTERESTS IN GLOBAL NOTE* 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Physical Note, or exchanges of a part of
another Global Note or Physical Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease in
Principal Amount

of
 this Global Note
	 	 Amount of increase in

Principal Amount
 of

this Global Note
	 	 Principal Amount

of this Global Note
 following such
decrease
 (or increase)
	 	 Signature of authorized
signatory of
Trustee


  
  

	* 	Insert in Global Securities only. 


  
 A-2-12 







 EXHIBIT B 

[FORM OF LEGEND FOR RESTRICTED SECURITIES] 

Any Restricted Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the
case of a Global Note) in substantially the following form: 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
(A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT
OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT
HAS PURCHASED SECURITIES, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [ IN THE CASE OF REGULATION S NOTES: 40 DAYS] (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY [RULE
144] [REGULATION S] UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) OR, IF LATER, THE LAST DATE UPON WHICH ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE) HAVE BEEN ISSUED, OFFER, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF,
(B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS
BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY),
(D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE


  
 B-1 







 
SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUESTS),
OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH
ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUERS SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 

  
 B-2 







 EXHIBIT C 

[FORM OF LEGEND FOR GLOBAL NOTE] 

Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the
case of a Restricted Note) in substantially the following form: 
 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

  
 C-1 







 EXHIBIT D 

[FORM OF LEGEND FOR NOTE ISSUED WITH OID] 

Any Note issued with more than de minimis original issue discount for U.S. Federal Income Tax purposes authenticated and delivered hereunder
shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form: 

“THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN
THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: ONE CROWN WAY, PHILADELPHIA, PA 19154-4599, ATTENTION: CHIEF
FINANCIAL OFFICER.” 

  
 D-1 







 Exhibit E 

[FORM OF LEGEND FOR TEMPORARY REGULATION S NOTE] 

Any Regulation S Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in
the case of a Restricted Note) for the 40 day distribution period (as defined in Regulation S) in substantially the following form: 

“BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S.
PERSON, AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.” 

  
 E-1 







 Exhibit F 

FORM OF CERTIFICATE OF TRANSFER 
 Crown
Americas LLC 
 Crown Americas Capital Corp. VI 
 c/o Crown
Holdings, Inc. 
 One Crown Way 
 Philadelphia, PA 19154-4599

 U.S. Bank National Association 
 Two Liberty Place 

50 South 16th Street, Suite 2000 
 Mail Station: EX-PA-WBSP 
 Philadelphia, PA 19102 

Telephone: 215-761-9326 

Facsimile: 215-761-9412 

Attention:    Michael Judge 

Re:   4.750% Senior Notes due 2026 

(CUSIP
                        ) 

(ISIN
                          ) 

Reference is hereby made to the Indenture, dated as of January 26, 2018 (the “Indenture”), by and among Crown Americas LLC
(“Crown Americas”) and Crown Americas Capital Corp. VI (“Capital Corp. VI”), as issuers (the “Issuers”), the Guarantors and U.S. Bank National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture. 

                       
          (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of
                             in such Note[s] or interests (the “Transfer”), to
                         (the “Transferee”), as further specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1. ☐ Check if Transferee will take delivery of a beneficial interest in a Rule 144A Global Note or a Physical Note pursuant to Rule
144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, 

  
 F-1 







 
as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Physical Note is being transferred to a Person that
the Transferor reasonably believed and believes is purchasing the beneficial interest or Physical Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each
such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Rule 144A Global Note and/or the Physical Note and in the Indenture and the Securities Act. 
 2. ☐ Check if Transferee will take
delivery of a beneficial interest in a Regulation S Global Note or a Physical Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore
securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements
of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made
prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Physical Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Physical Note and in the
Indenture and the Securities Act. 
 3. ☐ Check and complete if Transferee will take delivery of a beneficial interest in the Global Note or a
Physical Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Physical Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

 (a) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 

or 

  
 F-2 







 (b) ☐ such Transfer is being effected to an Issuer or a Subsidiary thereof;

 or 
 (c)
☐ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 

or 
 (d) ☐
such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies
that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted
Physical Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit H to the Indenture and (2) if such Transfer is in respect of a
principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in
compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Global Note and/or the Physical Notes and in the Indenture and the Securities Act. 
 4. ☐ Check if
Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or an Unrestricted Physical Note. 
 (a) ☐
Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Physical Notes and in the Indenture. 
 (b) ☐ Check if Transfer is pursuant to
Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order 

  
 F-3 







 
to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will
no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Physical Notes and in the Indenture. 

(c) ☐ Check if Transfer is pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with
an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted
Physical Notes and in the Indenture. 
 (d) ☐ Check if Transfer is pursuant to an Effective Registration Statement. (i) The
Transfer is being effected pursuant to and in compliance with an effective registration statement under the Securities Act and any applicable blue sky securities laws of any State of the United States and in compliance with the prospectus delivery
requirements of the Securities Act and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Physical Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Physical Notes and in the Indenture. 
 This certificate and the statements contained herein are made for your benefit and the
benefit of the Issuers. 
  

			
	
                     
        

	[Insert Name of Transferor]


 
			
		
	By:	 	  

		 	Name:
		 	Title:



Dated:                         
                    

  
 F-4 







 ANNEX A TO CERTIFICATE OF TRANSFER 

 

	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE] 

 

	 	(a)	☐ a beneficial interest in a: 

  

	 	(i)	☐ Rule 144A Global Note (CUSIP                 )
(ISIN                 ), or 

  

	 	(ii)	☐ Regulation S Global Note (CUSIP ______) (ISIN ______), or 

  

	 	(b)	☐ a Restricted Physical Note. 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

 

	 	(a)	☐ a beneficial interest in the: 

  

	 	(i)	☐ Rule 144A Global Note (CUSIP _______) (ISIN ______), or 

  

	 	(ii)	☐ Regulation S Global Note (CUSIP ______)(ISIN ______), or 

  

	 	(iii)	☐ Unrestricted Global Note (CUSIP ______) (ISIN ______), or 

  

	 	(b)	☐ a Restricted Physical Note; or 

  

	 	(c)	☐ an Unrestricted Physical Note, 

 in accordance with the terms of the Indenture. 

  
 F-5 







 EXHIBIT G 

FORM OF CERTIFICATE OF EXCHANGE 
 Crown
Americas LLC 
 Crown Americas Capital Corp. VI 
 c/o Crown
Holdings, Inc. 
 One Crown Way 
 Philadelphia, PA 19154-4599

 U.S. Bank National Association 
 Two Liberty Place 

50 South 16th Street, Suite 2000 
 Mail Station: EX-PA-WBSP 
 Philadelphia, PA 19102 

Telephone: 215-761-9326 

Facsimile: 215-761-9412 

Attention: Michael Judge 
 Re: 4.750% Senior
Notes due 2026 
 (CUSIP______________) 

(ISIN _______________) 
 Reference is hereby made
to the Indenture, dated as of January 26, 2018 (the “Indenture”), by and among Crown Americas LLC (“Crown Americas”) and Crown Americas Capital Corp. VI (“Capital Corp. VI”), as issuers (the
“Issuers”), the Guarantors and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                       
              (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of
                                     in such Note[s] or interests
(the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1. Exchange of Restricted Physical Notes or
Beneficial Interests in a Restricted Global Note for Unrestricted Physical Notes or Beneficial Interests in an Unrestricted Global Note 

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global
Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial 

  
 G-1 







 interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the
United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(b) ☐ Check if Exchange is from Restricted Physical Note to beneficial interest in an Unrestricted Global Note. In
connection with the Owner’s Exchange of a Restricted Physical Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Physical Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state
of the United States. 
 (c) ☐ Check if Exchange is from Restricted Physical Note to Unrestricted Physical Note.
In connection with the Owner’s Exchange of a Restricted Physical Note for an Unrestricted Physical Note, the Owner hereby certifies (i) the Unrestricted Physical Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Physical Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Physical Note is being acquired in compliance with any applicable blue sky securities laws of any
state of the United States. 
 2. Exchange of Restricted Physical Notes for Restricted Physical Notes or Beneficial Interests in Restricted Global
Notes. 
 (a) ☐ Check if Exchange is from Restricted Physical Note to beneficial interest in a Restricted Global
Note. In connection with the Exchange of the Owner’s Restricted Physical Note for a beneficial interest in the [CHECK ONE] __ Rule 144A Global Note or __Regulation S Global Note with an equal principal amount, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 

  
 G-2 







 This certificate and the statements contained herein are made for your benefit and the benefit of
the Issuers. 
  

			
	[Insert Name of Owner]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: ________________ 

  
 G-3 







 EXHIBIT H 

FORM OF CERTIFICATE FROM 

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 

Crown Americas LLC 
 Crown Americas Capital Corp. VI 

c/o Crown Holdings, Inc. 
 One Crown Way 

Philadelphia, PA 19154-4599 
 U.S. Bank National Association 

Two Liberty Place 
 50 South 16th Street, Suite 2000 

Mail Station: EX-PA-WBSP 

Philadelphia, PA 19102 
 Telephone:
215-761-9326 
 Facsimile: 215-761-9412 
 Attention: Michael Judge 

Re: 4.750% Senior Notes due 2026 

(CUSIP______________) 
 (ISIN
_______________) 
 Reference is hereby made to the Indenture, dated as of January 26, 2018 (the “Indenture”), by and among Crown
Americas LLC (“Crown Americas”) and Crown Americas Capital Corp. VI (“Capital Corp. VI”), as issuers (the “Issuers”), the Guarantors and U.S. Bank National Association, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Indenture. 
 In connection with our proposed purchase of
                                     aggregate principal amount of:

 (a) ☐ a beneficial interest in a Global Note, or 

(b) ☐ a Physical Note, 
 we confirm that:

 1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set
forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of
1933, as amended (the “Securities Act”). 

  
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 2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we
should sell the Notes or any interest therein, we will do so only (A) to an Issuer or any Subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein),
(c) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter substantially in the form of this
letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer, of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any
person purchasing the Physical Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as
stated herein. 
 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish
to you and the Issuers such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect. 
 4. We are an institutional “accredited investor” (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any
accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring the Notes or
beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 

You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

  
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	[Insert Name of Accredited Owner]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: ________________ 

  
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 EXHIBIT I 

GUARANTEE 
 Each of the
undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture, dated as of January 26, 2018, by and among Crown Americas LLC (“Crown Americas”)
and Crown Americas Capital Corp. VI (“Capital Corp. VI”), as issuers (the “Issuers”), the Guarantors and U.S. Bank National Association, as trustee (as amended, restated or supplemented from time to time, the
“Indenture”), and subject to the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuers to the Noteholders
or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise and (c) all amounts due to the Trustee pursuant to the Indenture. 

The obligations of the Guarantors to the Noteholders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth
in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound
by such provisions. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Indenture. 
 This
Guarantee shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be
required thereby. 
 Each Guarantor (i) acknowledges that may be served in any suit or proceeding arising out of or relating to this
Indenture, the Notes and the Note Guarantees that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan or brought under Federal or state securities laws, (ii) irrevocably
submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in (i) above and (iii) agrees that service of process upon the Issuers in accordance with this Guarantee
shall be deemed in every respect effective service of process upon the Issuers or any Guarantor, if any, in any such suit or proceeding. 

[Signatures on Following Pages] 

  
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 IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly
authorized officer. 
  

			
	CROWN HOLDINGS, INC.


 
			
		
	By:	 	  

		 	Name:
		 	Title:


 
			
	
	CR USA, INC.
	CROWN BEVERAGE PACKAGING PUERTO     RICO, INC.
	CROWN CONSULTANTS, INC.
	CROWN CORK & SEAL COMPANY (DE), LLC
	CROWN CORK & SEAL COMPANY, INC.
	CROWN FINANCIAL CORPORATION
	CROWN INTERNATIONAL HOLDINGS, INC.
	CROWN PACKAGING TECHNOLOGY, INC.
	FOREIGN MANUFACTURERS FINANCE
    CORPORATION


 
			
		
	By:	 	  

		 	Name:
		 	Title:
	
	CROWN CORK & SEAL USA, INC.


 
			
		
	By:	 	  

		 	Name:
		 	Title:
	
	CROWN BEVERAGE PACKAGING, LLC


 
			
		
	By:	 	  

		 	Name:
		 	Title:



  
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