Purchase Agreement



 Exhibit 10.b 
  
 EXECUTION COPY 
  
 CROWN HOLDINGS, INC. 
  
 ISSUANCE BY 
  
 CROWN AMERICAS, LLC 
 and 
 CROWN AMERICAS CAPITAL CORP. 
  
 OF 
  
 $500,000,000 7 5/8% Senior Notes due 2013 

$600,000,000 7 3/4% Senior Notes due 2015  
  
 Purchase Agreement 
  
 New York, New York

 November 8, 2005 
  
 Citigroup Global Markets Inc. 
 Lehman Brothers Inc. 
 Deutsche Bank Securities Inc. 
 Banc of America Securities LLC 
 As
Representatives of the several Initial 
 Purchasers named in Schedule I hereto 
 c/o Citigroup Global Markets Inc. 
 388 Greenwich Street 
 New York, New York 10013 
  
 Ladies and Gentlemen: 
  
 Crown Holdings, Inc., a Pennsylvania corporation (“Holdings”), and the indirect parent company of Crown
Americas, LLC, a Pennsylvania limited liability company (the “Company”) and Crown Americas Capital Corp. a Delaware Corporation (“Crown Americas Capital”), proposes that the Company and Crown Americas Capital issue
and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Citigroup Global Markets Inc. (“Citigroup”), Lehman Brothers Inc., Deutsche Bank Securities Inc. and Banc of
America Securities LLC (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of their 7 5/8% Senior Notes due 2013 (the “2013 Notes”) and $600,000,000 aggregate principal amount of its 7 3/4% Senior Notes due 2015 (the “2015 Notes” and, together with the 2013 Notes, the “Notes”). The 2013 Notes will be issued pursuant to an
indenture to be dated as of November 18, 2005 (the “2013 Notes Indenture”) among the Company, Crown Americas Capital, Holdings, as guarantor, the other guarantors named in Schedule II hereto (together with Holdings,
the “Guarantors” and, together with the Company and Crown Americas Capital, the “Issuers”) and Citibank, N.A., as trustee (the “2013 Notes Trustee”). The 2015 Notes will be issued pursuant to an
indenture to be dated as of 








 
November 18, 2005 (the “2015 Notes Indenture” and, together with the 2013 Notes Indenture, the “Indentures”) among the
Issuers and Citibank, N.A., as trustee (the “2015 Notes Trustee” and, together with the 2013 Notes Trustee, the “Trustees”). The 2013 Notes will have the benefit of the guarantees (the “2013 Note
Guarantees” and, together with the 2013 Notes, the “2013 Securities”) provided for in the 2013 Notes Indenture. The 2015 Notes will have the benefit of the guarantees (the “2015 Note Guarantees” and,
together with the 2015 Notes, the “2015 Securities” and, together with the 2013 Securities, the “Securities”) provided for in the 2015 Notes Indenture. The use of the neuter in this Agreement shall include the
feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 18 hereof. 
  
 Holders of the 2013 Securities will also have the benefit of a registration rights agreement to be dated as of November 18, 2005 (the “2013
Notes Registration Rights Agreement”) among the Issuers and the Initial Purchasers. Holders of the 2015 Securities will also have the benefit of a registration rights agreement to be dated as of November 18, 2005 (the “2015
Notes Registration Rights Agreement” and, together with the 2013 Notes Registration Rights Agreement, the “Registration Rights Agreements”) among the Issuers and the Initial Purchasers. Pursuant to the Registration Rights
Agreements, the Issuers will agree to register the Securities under the Act subject to the terms and conditions therein specified. 
  
 The Securities are being issued in connection with the refinancing plan of Holdings, as described in the Final Memorandum (the “Refinancing
Plan”). In connection with the Refinancing Plan, (x) Holdings, the Company, Crown European Holdings SA (“CEH”) and the guarantors party thereto will enter into a new credit agreement to be dated as of the Closing Date
(the “New Credit Facility”) which will provide for (a) a $500 million term loan B maturing in 2012 of which $250 million will be borrowed by the Company and the foreign currency equivalent of $250 million will be borrowed
by CEH and (b) a $800 million revolving credit facility maturing in 2011 of which $410 million will be available to the Company and the foreign currency equivalent of $390 million will be available to CEH and certain of its subsidiaries, in
each case, as more fully described in the Final Memorandum under the heading “Description of Certain Indebtedness—New Credit Facilities” and (y) Holdings will consummate tender offers (the “Tender Offers”) for
its outstanding (a) 9 1/2% Second Priority Senior Secured Notes due 2011 (the “Dollar Second
Priority Notes), (b) 10 1/4% Second Priority Senior Secured Notes due 2011 (the “Euro Second
Priority Notes” and, together, with the Dollar Second Priority Notes, the “Second Priority Notes”) and (c) 10 7/8% Third Priority Senior Secured Notes due 2013 (the “Third Priority Notes” and, together with the Second Priority Notes, the “CEH Notes”), in each case issued by CEH,
and in connection therewith Holdings, CEH and their respective subsidiaries that have issued guarantees of the CEH Notes will enter into supplemental indentures (the “Supplemental Indentures”) with the trustees for the CEH Notes
pursuant to which substantially all of the restrictive covenants applicable to the CEH Notes will cease to apply to the CEH Notes and the collateral securing the CEH Notes will be released. This Agreement, the Securities, the Indentures, the
Registration Rights Agreements, the New Credit Facility, the Supplemental Indentures and other documents relating to the Tender Offers and the agreements and instruments to which Holdings or any of its subsidiaries is a signatory relating to the
issuance of the Securities contemplated hereby, collectively are referred to herein as the “Transaction Documents”. 
  

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 The sale of the Securities to the Initial Purchasers will be made without registration of the Securities
under the Act in reliance upon exemptions from the registration requirements of the Act. 
  
 In connection with the sale of the Securities, the Issuers have prepared a preliminary offering memorandum dated November 7, 2005 (as amended or supplemented at the Execution Time, including any and all exhibits
thereto and any information incorporated by reference therein, the “Preliminary Memorandum”) and a final offering memorandum dated November 8, 2005 (as amended or supplemented at the Execution Time, including any and all
exhibits thereto and any information incorporated by reference therein, the “Final Memorandum”). Each of the Preliminary Memorandum and the Final Memorandum sets forth certain information concerning the Issuers and the Securities.
The Issuers hereby confirm that they have authorized the use of the Preliminary Memorandum and the Final Memorandum, and any amendment or supplement thereto, in connection with the offer and sale of the Securities by the Initial Purchasers. Unless
stated to the contrary, any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Memorandum shall be deemed to refer to and include any information filed under the Exchange Act
which is incorporated by reference therein. 
  
 1.
Representations and Warranties. The Issuers, jointly and severally, represent and warrant to each Initial Purchaser as set forth below in this Section 1. 
  
 (a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Execution Time and on the Closing Date (as defined below), the Final Memorandum did
not, and will not (and any amendment or supplement thereto, at the date thereof and at the Closing Date, will not), contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided, however, that the Issuers make no representation or warranty as to the information contained in or omitted from the Preliminary Memorandum or the Final
Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Issuers by or on behalf of the Initial Purchasers specifically for inclusion therein. 
  
 (b) None of the Issuers or their respective Affiliates, or
any person acting on behalf of any of them (other than the Initial Purchasers as to which the Issuers make no representation or warranty), has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security,
under circumstances that would require the registration of the Securities under the Act. Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 4 of this Agreement, it is not necessary in connection
with the offer, sale and delivery of the Securities to the Initial Purchasers or the initial resale of the Securities by the Initial Purchasers, in each case, in the manner contemplated by this Agreement, to register any of the Securities under the
Act or to qualify either Indenture under the Trust Indenture Act. 
  

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 (c) None of the Issuers or their respective Affiliates, or any person acting on behalf of
any of them (other than the Initial Purchasers as to which the Issuers make no representation or warranty), has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer
or sale of the Securities in the United States. 
  
 (d) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act. 
  
 (e) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them (other than the Initial Purchasers
as to which the Issuers make no representation or warranty), has engaged in any “directed selling efforts” with respect to the Securities, and each of the Issuers and their respective Affiliates has complied with the “offering
restrictions” requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. 
  
 (f) No securities of any of the Issuers are of the same class (within the meaning of Rule 144A under the Act) as any of the Securities and
listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system. 
  
 (g) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the
Securities), will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System.

  
 (h) The Issuers have been advised by the
NASD’s PORTAL Market that the Notes have been designated PORTAL-eligible securities in accordance with the rules and regulations of the NASD. 
  
 (i) None of the Issuers or their respective subsidiaries is, and after giving effect to the offering and sale of the Securities and the
application of the proceeds thereof as described in the Final Memorandum none of them will be, required to register as an “investment company” or a company “controlled by” an “investment company” within the meaning of
the Investment Company Act. 
  
 (j) Holdings is
subject to the reporting requirements of, and has timely filed all material required to be filed by it pursuant to, Section 13 or Section 15(d) of the Exchange Act. 
  
 (k) None of the Issuers or their respective Affiliates has paid or agreed to pay to any person any
compensation for soliciting another to purchase any securities of any of them (except as contemplated by this Agreement). 
  
 (l) None of the Issuers or their respective Affiliates has taken, directly or indirectly, any action designed to cause or which has
constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in the 

  

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stabilization or manipulation of the price of any security of any of them to facilitate the sale or resale of the Securities. 
  
 (m) The information to be provided by the Issuers pursuant
to Section 5(h) hereof will not, at the date thereof, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading. 
  
 (n) The statements set forth or
referenced under the headings “Crown’s Business—Legal Proceedings”, “Description of Certain Indebtedness”, “Description of the Notes”, “Registered Exchange Offer; Registration Rights” and
“Certain Tax Considerations” in the Final Memorandum fairly summarize the matters therein described. 
  
 (o) The statistical and market-related data included in the Final Memorandum are based on or derived from sources which the Issuers
believe to be reliable and accurate in all material respects. 
  
 (p) There are no contracts, agreements or other documents or pending legal or governmental proceedings to which any of the Issuers or their respective subsidiaries is a party or any property of any of the Issuers or
their respective subsidiaries is subject that would be required to be described in a prospectus under the Act that have not been described in the Final Memorandum (exclusive of any amendment or supplement thereto). The contracts, agreements and
other documents so described in the Final Memorandum are in full force and effect on the date of this Agreement. None of the Issuers or their respective subsidiaries or, to the knowledge of any Issuer, any other party is in breach of or default
under any such contracts, agreements or other documents, other than a breach or default that would not reasonably be expected to have a material adverse effect on (i) the issue and sale of the Securities or the consummation of the other
transactions contemplated by the Transaction Documents, the Tender Offers or the Refinancing Plan or (ii) the condition (financial or otherwise), prospects, earnings, business or properties of Holdings and its subsidiaries, taken as a whole,
whether or not arising from transactions in the ordinary course of business (“Material Adverse Effect”). 
  
 (q) Holdings and each of its subsidiaries has been duly organized and is validly existing as a corporation or other legal entity in good
standing under the laws of the jurisdiction in which it is organized, with full corporate or other statutory power and authority to own or lease, as the case may be, and operate its properties and conduct its business as described in the Final
Memorandum. Holdings and each of its subsidiaries is duly qualified to do business as a foreign corporation or other legal entity and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure
to do so qualify or be in good standing would not reasonably be expected to result in a Material Adverse Effect. 
  
 (r) All the outstanding shares of capital stock of each subsidiary of Holdings have been duly and validly authorized and issued and are
fully paid and except as set forth in the Final Memorandum, all outstanding shares of capital stock of such 

  

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subsidiaries are owned by Holdings, either directly or through wholly owned subsidiaries, free and clear of any perfected security interest or any other
security interests, claims, liens or encumbrances, except for any such perfected security interests, or other security interests, claims, liens or encumbrances described in the Final Memorandum or that would not reasonably be expected to result in a
Material Adverse Effect or an Event of Default (as defined in each Indenture). 
  
 (s) Holdings’ capitalization is as set forth in the “Actual” column of the table set forth under the heading
“Capitalization” in the Final Memorandum. On the Closing Date, Holdings’ capitalization will be consistent in all material respects with the “As Adjusted” column of the table set forth under the heading
“Capitalization” in the Final Memorandum. 
  
 (t) This Agreement shall have been duly authorized, executed and delivered by each such Issuer and, assuming the due authorization, execution and delivery thereof by the Initial Purchasers, will constitute the legal, valid and binding
obligation of each such Issuer, enforceable against such Issuer in accordance with its terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of
general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such
enforcement is considered in a proceeding at law or in equity) and except that any rights to indemnity and contribution further may be limited or prohibited by Federal or state securities laws and public policy considerations. 
  
 (u) The 2013 Notes Indenture has been duly authorized by
each of the Issuers and, assuming the due authorization, execution and delivery thereof by the 2013 Notes Trustee, when executed and delivered by each of the Issuers, will constitute the legal, valid and binding instrument of each of the Issuers,
enforceable against each of the Issuers in accordance with its terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability
affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a
proceeding at law or in equity). The 2013 Notes Indenture meets the requirements for qualification under the Trust Indenture Act. 
  
 (v) The 2013 Notes have been duly authorized by the Company and Crown Americas Capital and, when executed and authenticated in accordance
with the provisions of the 2013 Notes Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms hereof, will have been duly executed and delivered by the Company and Crown Americas Capital and will constitute the
legal, valid and binding joint and several obligations of the Company and Crown Americas Capital, entitled to the benefits of the 2013 Notes Indenture and enforceable against the Company and Crown Americas Capital in accordance with their terms
(except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting 

  

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creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding
therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity). 
  
 (w) The 2013 Note Guarantees have been duly authorized by the Guarantors and, when the 2013 Notes have been executed in accordance with
the provisions of the 2015 Notes Indenture, will have been duly executed and delivered by the Guarantors and will constitute legal, valid and binding obligations of the Guarantors, entitled to the benefits of the 2013 Notes Indenture and enforceable
against the Guarantors in accordance with their terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting
creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding
at law or in equity). 
  
 (x) The 2015 Notes
Indenture has been duly authorized by each of the Issuers and, assuming the due authorization, execution and delivery thereof by the 2015 Notes Trustee, when executed and delivered by each of the Issuers, will constitute the legal, valid and binding
instrument of each of the Issuers, enforceable against each of the Issuers in accordance with its terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or
other laws of general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether
such enforcement is considered in a proceeding at law or in equity). The 2015 Notes Indenture meets the requirements for qualification under the Trust Indenture Act. 
  
 (y) The 2015 Notes have been duly authorized by the Company and Crown Americas Capital, and, when executed
and authenticated in accordance with the provisions of the 2015 Notes Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms hereof, will have been duly executed and delivered by the Company and Crown Americas
Capital and will constitute the legal, valid and binding joint and several obligations of the Company and Crown Americas Capital, entitled to the benefits of the 2015 Notes Indenture and enforceable against the Company and Crown Americas Capital in
accordance with their terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally
from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity).

  
 (z) The 2015 Note Guarantees have been duly
authorized by the Guarantors and, when the 2015 Notes have been executed in accordance with the provisions of the 2015 Notes Indenture, will have been duly executed and delivered by the Guarantors and will constitute legal, valid and binding
obligations of the Guarantors, entitled to the benefits of the 2015 Notes Indenture and enforceable against the Guarantors in 

  

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accordance with their terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance,
moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought
regardless of whether such enforcement is considered in a proceeding at law or in equity). 
  
 (aa) The 2013 Notes Registration Rights Agreement has been duly authorized by each of the Issuers and, assuming the due authorization,
execution and delivery thereof by the Representatives when executed and delivered by each of the Issuers, will constitute the legal, valid and binding obligation of each of the Issuers, enforceable against each of the Issuers in accordance with its
terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in
effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity and except that any rights to
indemnity and contribution further may be limited or prohibited by Federal or state securities laws and public policy considerations). 
  
 (bb) The 2015 Notes Registration Rights Agreement has been duly authorized by each of the Issuers and, assuming the due authorization,
execution and delivery thereof by the Representatives when executed and delivered by each of the Issuers, will constitute the legal, valid and binding obligation of each of the Issuers, enforceable against each of the Issuers in accordance with its
terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in
effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity and except that any rights to
indemnity and contribution further may be limited or prohibited by Federal or state securities laws and public policy considerations). 
  
 (cc) No holder of securities of any of the Issuers will be entitled to have such securities registered under the registration statements
required to be filed by the Issuers pursuant to the Registration Rights Agreements other than as expressly permitted thereby. 
  
 (dd) Each other Transaction Document has been duly authorized by each Issuer a party thereto and, assuming the due authorization,
execution and delivery thereof by the other parties thereto, when executed and delivered by each such Issuer will constitute the legal, valid and binding obligation of each such Issuer, enforceable against each such Issuer in accordance with its
terms (except that the enforcement thereof may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other laws of general applicability affecting creditors’ rights generally from time to time in
effect and to general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding at law or in equity and except that any rights to
indemnity and 

  

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contribution further may be limited or prohibited by Federal or state securities laws and public policy considerations). 
  
 (ee) The documents (or portions thereof) incorporated by
reference in the Final Memorandum, when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and none of such
documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 
  
 (ff) No consent, approval, authorization, filing with or
order of any court or governmental agency or body is required in connection with the transactions contemplated by any of the Transaction Documents or otherwise in connection with the Tender Offers or the Refinancing Plan, except (i) in the case
of compliance with the terms of the Registration Rights Agreements such as will be obtained under the Act and the Trust Indenture Act, (ii) such as may be required under the blue sky laws of any state in connection with the purchase and
distribution of the Securities by the Initial Purchasers in the manner contemplated herein and in the Final Memorandum and the Registration Rights Agreements, and except where the failure to obtain the same would not reasonably be expected to have a
Material Adverse Effect. 
  
 (gg) None of the
execution and delivery by any of the Issuers party thereto of any of the Transaction Documents, the issue and sale of the Securities, the consummation of the other transactions contemplated by the Transaction Documents, the Tender Offers or of the
Refinancing Plan will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Issuers or their respective subsidiaries pursuant to (i) the organizational
documents of Holdings or any of its subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which Holdings or
any of its subsidiaries is a party or bound or to which any property or assets of Holdings or any of its subsidiaries is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to Holdings or any of its
subsidiaries or any property or assets of Holdings or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over Holdings or any of its subsidiaries or
property or assets of any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, as would not reasonably be expected to have a Material Adverse Effect or to materially adversely affect the rights of the holders of the
Securities or of the Initial Purchasers under the Transaction Documents. 
  
 (hh) The consolidated historical financial statements and schedules of Holdings and its consolidated subsidiaries included in the Final Memorandum present fairly in all material respects the financial condition,
results of operations and cash flows of Holdings and its consolidated subsidiaries as of the dates and for the periods indicated, comply as to form in all material respects with the applicable requirements of the Act and have been prepared in
conformity with generally accepted accounting principles applied on a 

  

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consistent basis throughout the periods involved (except as otherwise noted therein). The selected historical financial data set forth under the caption
“Selected Historical Financial Data” in the Final Memorandum comply as to form in all material respects with the applicable requirements of the Act (except that historical data for the fiscal years ended December 31, 2000 and 2001 is
omitted) and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary historical financial data set forth under the
caption “Summary—Summary Historical and Pro Forma Consolidated Condensed Financial Data” in the Final Memorandum fairly present, on the basis stated in the Final Memorandum, the information included therein. The pro forma financial
data included in the Final Memorandum include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give
appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical amounts in the pro forma financial data included in the Final Memorandum. The pro forma financial statements
included in the Final Memorandum comply as to form in all material respects with the applicable requirements of Regulation S-X under the Act (except for the unaudited pro forma consolidated condensed statement of operations for the nine months
ended September 30, 2004, which does not comply as to form in all material respects with the applicable requirements of Regulation S-X under the Act because it is for a period other than a period required by Regulation S-X) and the pro forma
adjustments have been properly applied to the historical amounts in the compilation of such data. 
  
 (ii) Other than as set forth in the Final Memorandum, no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving Holdings or any of its subsidiaries or any property or assets of Holdings or any of its subsidiaries is pending or, to the knowledge of Holdings, threatened that would reasonably be expected to have a
Material Adverse Effect. 
  
 (jj) Holdings and
each of its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted. Holdings and each of its subsidiaries has good and marketable title to, or valid leasehold interests in, or
easements or other limited property interests in, or is licensed to use, all its material properties and assets, except for minor defects that do not interfere with its ability to conduct its business as currently conducted or utilize such
properties and assets for their intended purposes, and except where failure to have such title, leasehold interests, easements or other limited property interests or licenses to use, in the aggregate, would not reasonably be expected to have a
Material Adverse Effect. All material properties and assets of Holdings and its subsidiaries are free and clear of all liens, charges, encumbrances or restrictions, except for Permitted Liens and as described in the Final Memorandum. Each of the
Issuers and their respective subsidiaries has good and marketable title to all personal property it purports to own, except as described in the Final Memorandum. 
  
 (kk) Neither Holdings nor any of its subsidiaries is in violation or default of (i) any provision of
its organizational documents; (ii) the terms of any indenture, contract, 

  

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lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or
bound or to which its property or assets is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to it or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over it or any such subsidiaries or any of their respective property or assets, except, in the case of clauses (ii) and (iii) above, for any such violation or default which would not
reasonably be expected to have a Material Adverse Effect. 
  
 (ll) PricewaterhouseCoopers LLP, who have certified certain financial statements of Holdings and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements
and schedules included in the Final Memorandum, are independent public accountants with respect to Holdings within the meaning of the Act and the Exchange Act and the related published rules and regulations thereunder. 
  
 (mm) Holdings and each of its subsidiaries has filed all
foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect). Holdings and
each of its subsidiaries has paid all taxes required to be paid by it as shown in such return and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment,
fine or penalty that is being contested in good faith or as would not reasonably be expected to have a Material Adverse Effect. 
  
 (nn) No labor problem or dispute with the employees of Holdings or any of its subsidiaries exists or is threatened or imminent, and there
is no existing or imminent labor disturbance or collective bargaining activities by the employees of Holdings or any of its subsidiaries or, to the knowledge of any of the Issuers, by the employees of any of the principal suppliers, contractors or
customers of Holdings or any of its subsidiaries, in each case, that would have a Material Adverse Effect. 
  
 (oo) Holdings and each of its subsidiaries, except as disclosed in the Final Memorandum, or to the extent it would not reasonably be
expected to have a Material Adverse Effect, is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged. All policies of
insurance and fidelity or surety bonds insuring Holdings or any of its subsidiaries or the businesses, assets, employees, officers and directors of Holdings or any of its subsidiaries are in full force and effect other than any policies of insurance
and fidelity or surety bonds that, if not in full force and effect, would not reasonably be expected to have a Material Adverse Effect. Holdings and each of its subsidiaries is in compliance with the terms of such policies and instruments in all
material respects. There are no claims by Holdings or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause, except for such claims which,
if successfully denied, would not reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its subsidiaries has been refused any insurance coverage 

  

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sought or applied for. Neither Holdings nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect. 
  
 (pp) No subsidiary of Holdings is prohibited, directly or
indirectly, from paying any dividends on such subsidiary’s capital stock, from making any other distribution on such subsidiary’s capital stock, from repaying to Holdings or any other subsidiary of Holdings any loans or advances to such
subsidiary from Holdings or such other subsidiary or from transferring any of such subsidiary’s property or assets to Holdings or any other subsidiary of Holdings, except as described in or contemplated by the Final Memorandum (exclusive of any
amendment or supplement thereto). 
  
 (qq)
Holdings and each of its subsidiaries owns or possesses adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights and know-how that are necessary to conduct their respective businesses as described in
the Final Memorandum, except where the failure to own or possess such licenses or other rights to use such patents, trademarks, service marks, trade names, copyrights and know-how would not reasonably be expected to have a Material Adverse Effect.
Neither Holdings nor any of its subsidiaries has received any notice of infringement of or conflict with (or knows of any such infringement of or conflict with) asserted rights of others with respect to any patents, trademarks, service marks, trade
names, copyrights or know-how that, if such assertion of infringement or conflict were sustained, could have a Material Adverse Effect. 
  
 (rr) Holdings and each of its subsidiaries possesses all licenses, certificates, permits and other authorizations issued by the
appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted, except where the failure to possess such licenses, certificates, permits or other authorizations would not
reasonably be expected to have a Material Adverse Effect, and neither Holdings nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect. 
  
 (ss) Holdings and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 
  

 -12- 








 (tt) (i) Holdings and each of its subsidiaries is in compliance in all material respects
with any and all applicable foreign, federal, state and local laws and regulations and rules of common law relating to pollution or the protection of the environment, natural resources or occupational health and safety, including without limitation
those relating to the release or threat of release of Hazardous Materials (“Environmental Laws”); (ii) Holdings and each of its subsidiaries has received and is in compliance in all material respects with all permits, licenses
or other approvals required of it under applicable Environmental Laws to conduct its businesses as currently conducted; (iii) neither Holdings nor any of its subsidiaries has received written notice of any actual or potential liability for the
investigation or remediation of any Hazardous Materials; (iv) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information
pending or, to the knowledge of any of the Issuers, threatened against Holdings or any of its subsidiaries under any Environmental Law; (v) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect
to any assets, facility or property owned, operated, leased or controlled by Holdings or any of its subsidiaries; (vi) neither Holdings nor any of its subsidiaries is subject to any order, decree, consent, settlement or agreement requiring, or
is otherwise obligated or required to perform, any response or corrective action relating to any Hazardous Materials; (vii) neither Holdings nor any of its subsidiaries has received written notice that it has been identified as a potentially
responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state or foreign law; (viii) no property or facility of Holdings or any of its
subsidiaries is (x) listed or, to the knowledge of the Issuers, proposed for listing on the National Priorities List under CERCLA or (y) listed in the Comprehensive Environmental Response, Compensation and Liability Information System List
promulgated pursuant to CERCLA, or on any comparable list maintained by any governmental authority; and (ix) there are no past or present actions, events, operations or activities which would reasonably be expected to prevent or interfere with
compliance by Holdings or any of its subsidiaries with any applicable Environmental Law or result in liability (including, without limitation, fines or penalties) under any applicable Environmental Law, except, in the case of each of clauses
(i) through (ix) above, as (A) described in the Final Memorandum (exclusive of any amendment or supplement thereto) or (B) would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
“Hazardous Materials” means any hazardous or toxic substance, chemical, material, pollutant, waste, contaminant or constituent, which is subject to regulation under or could give rise to liability under any Environmental Law.

  
 (uu) In the ordinary course of its business,
Holdings periodically reviews the effect of Environmental Laws on the business, operations and properties of Holdings and its subsidiaries, in the course of which it seeks to identify and evaluate associated costs and liabilities. On the basis of
such review, and except as described in the Final Memorandum, Holdings does not reasonably expect that such associated costs and liabilities would, singly or in the aggregate, have a Material Adverse Effect. 
  
 (vv) Holdings and each of its subsidiaries has fulfilled its
obligations, if any, under the minimum funding standards of Section 302 of the United States Employee 

  

 -13- 








 
Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to
each “plan” (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of any of the Issuers or their respective subsidiaries are eligible to participate, and each such plan is, and on
the Closing Date will be, in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. Neither Holdings nor any of its subsidiaries has incurred any unpaid liability to
the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) under Title IV of ERISA. 
  
 (ww) None of the Issuers or any of their respective Affiliates or any director, officer, agent or employee of any of the Issuers or their
respective Affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or
domestic government official or employee from corporate funds; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

  
 (xx) Except as disclosed in the Final
Memorandum, no income, stamp or other taxes or levies, imposts, deductions, charges, compulsory loans or withholdings whatsoever are or will be, under applicable law, the United States or any other jurisdiction of incorporation, organization or
formation, as the case may be, or tax residency of any of the Issuers, imposed, assessed, levied or collected by any Federal, state, local or foreign governmental taxing authority on or in respect of principal, interest, premiums and penalties or
other amounts payable under the Securities, or on account of the issue and sale by the Issuers of the Securities or the execution, delivery or performance of this Agreement, the Indentures or the Registration Rights Agreements or any payments
hereunder or thereunder. 
  
 (yy) The fair value
and present fair saleable value of the assets of each of the Issuers and their respective subsidiaries exceeds, and immediately after the consummation of the issue and sale of the Securities and the consummation of the other transactions
contemplated by the Transaction Documents will exceed, the sum of its stated liabilities and identified contingent liabilities. None of the Issuers or their respective subsidiaries is, and immediately after the consummation of the issue and sale of
the Securities and the consummation of the other transactions contemplated by the Transaction Documents none of them will be, (x) left with unreasonably small capital with which to carry on its business as it is proposed to be conducted,
(y) unable to pay its debts (contingent or otherwise) as they mature or (z) otherwise insolvent. 
  
 Any certificate signed by any officer of any of the Issuers and delivered to the Initial Purchasers or counsel for the Initial Purchasers pursuant to this
Agreement shall be deemed a representation and warranty by such Issuer, as to matters covered thereby, to each Initial Purchaser. 
  
 2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company and
Crown Americas 

  

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Capital agree to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company and Crown
Americas Capital, at a purchase price equal to (a) in the case of the 2013 Notes, 98.5% of the principal amount thereof and (b) in the case of the 2015 Notes, 98.5% of the principal amount thereof, in each case, plus accrued interest, if
any, from November 18, 2005 to the Closing Date, the principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto. 
  
 3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City
time, on November 18, 2005, or at such time on such later date (not later than November 25, 2005) as the Initial Purchasers shall designate, which date and time may be postponed among the Initial Purchasers, the Company and Crown Americas
Capital or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Initial Purchasers for the
respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the
Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. 
  
 4. Offering by Initial Purchasers. Each Initial Purchaser, severally
and not jointly, represents and warrants to and agrees with the Company and Crown Americas Capital that: 
  
 (a) It is a QIB and acknowledges that it is purchasing the Securities pursuant to a private sale exemption from registration under the
Act. 
  
 (b) It has not offered or sold, and will
not offer or sell, any Securities except (i) to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to
ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A or (ii) in accordance with the restrictions set forth in Exhibit A hereto. 
  
 (c) Neither it nor any person acting on its behalf has made
or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States. 
  
 5. Agreements. The Issuers, jointly and severally, agree with each
Initial Purchaser that: 
  
 (a) The Issuers will
furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge, during the period referred to in paragraph (c) below, as many copies of the Final Memorandum and any amendments and supplements thereto as they may
reasonably request and the Final Memorandum as so delivered shall be in form and substance reasonably satisfactory to Citigroup. 
  
 (b) The Issuers will not amend or supplement the Final Memorandum, other than by filing documents under the Exchange Act that are
incorporated by reference 

  

 -15- 








 
therein, without the prior written consent of the Representatives; provided, however, that prior to the completion of the distribution of the
Securities by the Initial Purchasers (as determined by the Initial Purchasers), the Issuers will not file any document under the Exchange Act that is incorporated by reference in the Final Memorandum unless, prior to such proposed filing, the
Issuers have furnished the Representatives with a copy of such document for their review and the Representatives have not reasonably objected to the filing of such document. The Issuers will promptly advise the Initial Purchasers when any document
filed under the Exchange Act that is incorporated by reference in the Final Memorandum shall have been filed with the Commission. 
  
 (c) If at any time prior to the completion of the sale of the Securities by the Initial Purchasers (as determined by the Representatives),
any event occurs as a result of which the Final Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Final Memorandum to comply with applicable law, the Issuers promptly (i) will notify the Initial Purchasers of any such event;
(ii) subject to the requirements of paragraph (b) of this Section 5, will prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) will supply any supplemented or
amended Final Memorandum to the several Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as they may reasonably request. 
  
 (d) To the extent an Issuer may do so under applicable law, the Issuers will arrange, if necessary, for the
qualification of the Securities for sale by the Initial Purchasers under the laws of such jurisdictions as the Initial Purchasers may reasonably designate and will maintain such qualifications in effect so long as required for the sale of the
Securities; provided that in no event shall any Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to execute a general consent to service of process in any jurisdiction with respect to which
such a consent has not been previously executed or to subject itself to taxation in any jurisdiction wherein it would not otherwise be subject to tax but for the requirements of this paragraph. The Issuers will promptly advise the Representatives of
the receipt by any Issuer of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. 
  
 (e) The Issuers will not, and will not permit any of their
respective Affiliates to, resell any Securities that have been acquired by any of them. 
  
 (f) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them, will, directly or indirectly, make
offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act. 
  
 (g) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them, will
engage in any form of general solicitation or general 

  

 -16- 








 
advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States. 
  
 (h) So long as any of the Securities are “restricted
securities” within the meaning of Rule 144(a)(3) under the Act, each Issuer will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act or it is not exempt from such reporting
requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the
request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders,
from time to time, of such restricted securities. 
  
 (i) None of the Issuers or their respective Affiliates, or any person acting on behalf of any of them, will engage in any “directed selling efforts” with respect to the Securities, and each of them will comply with the
“offering restrictions” requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. 
  
 (j) The Issuers will cooperate with the Representatives and use their respective reasonable best efforts to permit the Notes to be
eligible for clearance and settlement through The Depository Trust Company. The Issuers will cooperate with the Representatives and use their respective reasonable best efforts to permit the Notes to be designated as PORTAL-eligible securities in
accordance with the rules and regulations of the NASD. 
  
 (k) The Issuers will not for a period of 90 days following the Execution Time, without the prior written consent of Citigroup, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by any Issuer or any Affiliate of any Issuer or any person in privity with any
Issuer or any Affiliate of any Issuer), directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by any Issuer (other than the Securities, notes under the New Credit Facility and inter-company notes). 

 
 (l) The Issuers will not take, directly or indirectly,
any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Act or the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of any Issuer to facilitate the
sale or resale of the Securities. 
  
 (m) The
Issuers, jointly and severally, agree to pay the costs and expenses relating to the following matters: (i) the preparation of the Indentures, the Registration Rights Agreements, the issuance of the Securities and the fees of the Trustees;
(ii) the preparation, printing or reproduction of the Preliminary Memorandum and the Final Memorandum and each amendment or supplement thereto; (iii) the printing (or 

  

 -17- 








 
reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Preliminary Memorandum and
the Final Memorandum, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication,
issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (or reproduction) and delivery of this Agreement, any blue sky
memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue
sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Initial Purchasers relating to such registration and qualification); (vii) admitting the Notes for trading in the PORTAL market;
(viii) the transportation and other expenses incurred by or on behalf of the Issuers’ representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Issuers’
accountants and the fees and expenses of counsel (including local and special counsel) for the Issuers; (x) any appraisal or valuation performed in connection with the offering and sale of the Securities; and (xi) all other costs and
expenses incident to the performance by the Issuers of their respective obligations hereunder. 
  
 (n) The Issuers will apply the proceeds from the offering and sale of the Securities as provided under the caption “Use of
Proceeds” in the Final Memorandum. 
  
 (o)
The Issuers will use their commercially reasonable best efforts to enter into the New Credit Facility on or prior to the Closing Date. 
  
 6. Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject
to the accuracy of the representations and warranties on the part of the Issuers contained herein at their respective times of execution of this Agreement, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy
of the statements of the Issuers made in any certificates pursuant to the provisions hereof, to the performance by the Issuers of their respective obligations hereunder and to the following additional conditions: 
  
 (a) The Issuers shall have requested and caused
(i) Dechert LLP, special counsel for the Issuers, to furnish to the Initial Purchasers their opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Exhibit B-1 hereto (with such
modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel) and (ii) William T. Gallagher, General Counsel of Holdings, to furnish to the Initial Purchasers his opinion, dated the Closing Date and addressed to
the Initial Purchasers, substantially in the form of Exhibit B-2 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinions, such counsel may rely
(A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of New York, the Federal laws of the United States and the Delaware General Corporation Law, to the extent they deem
proper and specified in such opinion, upon the opinion of other 

  

 -18- 








 
counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact,
to the extent they deem proper, on certificates of responsible officers of the Issuers and public officials. 
  
 (b) The Initial Purchasers shall have received from Cahill Gordon & Reindel LLP, special counsel for the
Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Initial Purchasers, with respect to such matters as the Initial Purchasers may reasonably require, and the Issuers shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon such matters. 
  
 (c) Holdings shall have furnished to the Initial Purchasers a certificate of Holdings, the Company and Crown Americas Capital, signed by
the Chairman of the Board or the President and the principal financial or accounting officer of each of Holdings, the Company and Crown Americas Capital, dated the Closing Date, to the effect that the signers of such certificate have carefully
examined the Final Memorandum, any amendment or supplement to the Final Memorandum and this Agreement and that: 
  
 (i) the representations and warranties of the Issuers in this Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date, and the Issuers have complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date; and

  
 (ii) since the date of the most recent
financial statements included in the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the
Company, individually, or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Final Memorandum (exclusive of any amendment or
supplement thereto). 
  
 (d) At the Execution
Time and at the Closing Date, Holdings shall have requested and caused PricewaterhouseCoopers LLP to furnish to the Initial Purchasers letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance
satisfactory to the Initial Purchasers, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the applicable rules and regulations thereunder, that they have performed a review of the unaudited
interim financial information of Holdings and its consolidated subsidiaries for the nine-month period ended September 30, 2005 and stating in effect that: 
  

(i) in their opinion the audited financial statements included in the Final Memorandum and reported on by them comply as to form in all
material respects with the applicable accounting requirements of Regulation S-X; 
  

 -19- 








 (ii) on the basis of a reading of the latest unaudited financial statements made
available by Holdings; their limited review in accordance with the standards established under Statement on Auditing Standards No. 100 of the unaudited interim financial information for the nine-month period ended September 30, 2005;
carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading
of the minutes of the meetings of the stockholders, directors and audit committees of Holdings; and inquiries of certain officials of Holdings who have responsibility for financial and accounting matters of Holdings and its subsidiaries as to
transactions and events subsequent to December 31, 2004, nothing came to their attention which caused them to believe that: 
  
 (1) any unaudited financial statements included in the Final Memorandum (x) do not comply as to form in all material respects with
the applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included in quarterly reports on Form 10-Q under the Exchange Act or (y) are not in conformity with
generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Final Memorandum; 
  
 (2) with respect to the period subsequent to September 30, 2005, there were any changes, at a
specified date not more than five days prior to the date of the letter, in the total debt of Holdings and its consolidated subsidiaries or the capital stock of Holdings or decreases in the shareholders’ equity of Holdings or working capital of
Holdings and its consolidated subsidiaries as compared with the amounts shown on the September 30, 2005 consolidated balance sheet included in the Final Memorandum, or for the period from October 1, 2005 to such specified date there were
any decreases, as compared with the corresponding period in the preceding year, in net sales, income before income taxes, minority interest and cumulative effect of a change in accounting or net income of Holdings and its consolidated subsidiaries,
except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by Holdings as to the significance thereof unless said explanation is not deemed necessary by the
Representatives; or 
  
 (3) the unaudited
amounts of any capsule information included in the Final Memorandum do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the
corresponding amounts in the audited financial statements included in the Final Memorandum or do not conform with generally accepted accounting principles; and 
  

 -20- 








 (iii) they have performed certain other specified procedures as a result of which they
determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of Holdings and its subsidiaries) included in the
Final Memorandum agrees with the accounting records of Holdings and its consolidated subsidiaries, excluding any questions of legal interpretation. 
  
 References to the Final Memorandum in this Section 6(d) include any amendment or supplement thereto at the date of the applicable
letter. 
  
 (e) Subsequent to the Execution Time
or, if earlier, the dates as of which information is given in the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in
paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company or of Holdings
and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Memorandum (exclusive of any amendment or supplement thereto) the effect of
which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of Citigroup, so material and adverse as to make it impractical or inadvisable to market the Securities as contemplated by the Final Memorandum (exclusive
of any amendment or supplement thereto). 
  
 (f)
The Issuers and the 2013 Notes Trustee shall have entered into the 2013 Notes Indenture in form and substance satisfactory to the Representatives, and the Representatives shall have received counterparts, conformed as executed, thereof. 

 
 (g) The Issuers and the 2015 Notes Trustee shall have
entered into the 2015 Notes Indenture in form and substance satisfactory to the Representatives, and the Representatives shall have received counterparts, conformed as executed, thereof. 
  
 (h) Each of the Guarantors shall have executed a 2013 Notes Guarantee and a 2015 Notes Guarantee in form and
substance satisfactory to the Representatives, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. 
  
 (i) The Issuers and the Initial Purchasers shall have entered into the Registration Rights Agreements. 
  
 (j) The Notes shall have been designated as PORTAL-eligible
securities in accordance with the rules and regulations of the NASD, and the Notes shall be eligible for clearance and settlement through the Depository Trust Company. 
  
 (k) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any debt
securities of any of the Issuers by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a
possible change in any such rating that does not indicate the direction of the possible change. 
  

 -21- 








 (l) Holdings, the Company, CEH, each of their respective subsidiaries identified as
parties thereto and the agents and lenders party thereto shall have entered into the New Credit Facility, which shall be in form and substance satisfactory to the Representatives. Prior to or concurrently with the consummation of the offering of the
Securities on the Closing Date, the applicable borrowers shall have made the initial borrowings under the New Credit Facility as contemplated by the Final Memorandum. 
  
 (m) On or prior to the Closing Date, Holdings shall have accepted for payment all CEH Notes validly tendered
pursuant to the Tender Offers. Holdings, CEH, each of their respective subsidiaries that has issued a guarantee of the CEH Notes and the trustees for the CEH Notes shall have entered into the Supplemental Indentures described in the documentation
relating to the Tender Offers and such Supplemental Indentures shall have become effective and operative. 
  
 (n) Prior to the Closing Date, the Issuers shall have furnished to the Representatives such further information, certificates and
documents as the Representatives may reasonably request. 
  
 If
any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not
be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be canceled at, or at any time prior
to, the Closing Date by the Initial Purchasers. Notice of such cancellation shall be given to the Issuers in writing or by telephone or facsimile confirmed in writing. 
  
 The documents required to be delivered by this Section 6 will be delivered at the office of Cahill Gordon &
Reindel LLP, counsel for the Initial Purchasers, at 80 Pine Street, New York, New York 10005. 
  
 6A. Conditions to the Obligations of the Issuers. The obligations of the Issuers to sell the Securities shall be subject to Holdings, the Company
and CEH entering into the New Credit Facility. 
  
 7.
Reimbursement of Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied or any of the conditions to
the obligations of the Issuers set forth in Section 6A hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of any Issuer to perform any agreement
herein or comply with any provision hereof other than by reason of a default by any of the Initial Purchasers, the Issuers, jointly and severally, agree to reimburse the Initial Purchasers severally through Citigroup promptly after demand for all
reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 
  

 -22- 








 8. Indemnification and Contribution. (a) The Issuers jointly and severally agree to indemnify
and hold harmless each Initial Purchaser, the directors, officers, employees and agents of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Memorandum, the Final Memorandum (or in any supplement or
amendment thereto) or any information provided by any Issuer to any holder or prospective purchaser of Securities pursuant to Section 5(h), or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuers will not be liable in
any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Memorandum or the Final
Memorandum, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of any Initial Purchaser specifically for inclusion therein; provided,
further, that with respect to any untrue statement or omission of material fact made in the Preliminary Memorandum, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Initial Purchaser from whom
such person asserting any such loss, claim, damage or liability purchased the Securities concerned, to the extent that any such loss, claim, damage or liability of such Initial Purchaser occurs under the circumstance where (i) the Company had
previously furnished copies of the Final Memorandum on a timely basis to the Initial Purchasers, (ii) delivery of the Final Memorandum was required by the Act to be made to such person and would have prevented such loss, claim, damage,
liability or action, (iii) the untrue statement or omission of a material fact contained in the Preliminary Memorandum was corrected in the Final Memorandum and (iv) there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Securities to such person, a copy of the Final Memorandum. This indemnity agreement will be in addition to any liability which the Issuers may otherwise have. 
  
 (b) Each Initial Purchaser, severally and not jointly, agrees to indemnify
and hold harmless each Issuer, each of its directors, each of its officers, and each person who controls an Issuer within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuers to each
Initial Purchaser, but only with reference to written information relating to such Initial Purchaser furnished to the Issuers by or on behalf of such Initial Purchaser specifically for inclusion in the Preliminary Memorandum or the Final Memorandum
(or in any amendment or supplement thereto). This indemnity agreement will be in addition to any liability which any Initial Purchaser may otherwise have. The Issuers acknowledge that the statements set forth in the last paragraph of the cover page
regarding the delivery of the Securities, the paragraph related to stabilization, syndicate covering transactions and penalty bids, the first sentence in the third paragraph and the third sentence in the ninth paragraph, each under the heading
“Plan of Distribution” in the Preliminary Memorandum and 

  

 -23- 








 
the Final Memorandum, constitute the only information furnished in writing by or on behalf of the Initial Purchasers for inclusion in the Final Memorandum
(or in any amendment or supplement thereto). 
  
 (c) Promptly
after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise
learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the
indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an
action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by
the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. An indemnifying party shall not be liable under this
Section 8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party, which consent shall not be
unreasonably withheld. 
  
 (d) In the event that the indemnity
provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Issuers and the Initial Purchasers agree to contribute to the aggregate losses, claims,
damages 

  

 -24- 








 
and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively
“Losses”) to which one or more of the Issuers and the Initial Purchasers may be subject in such proportion as is appropriate to reflect the relative benefits received by the Issuers on the one hand and by the Initial Purchasers on
the other hand from the offering of the Securities; provided, however, that in no case shall any Initial Purchaser (except as may be provided in any agreement among the Initial Purchasers relating to the offering of the Securities) be
responsible for any amount in excess of the purchase discount or commission applicable to the Securities purchased by such Initial Purchaser hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason,
the Issuers and the Initial Purchasers shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuers on the one hand and of the Initial Purchasers on the other hand in
connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to the total net proceeds from the offering (before
deducting expenses) received by the Company and Crown Americas Capital, and benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions. Relative fault shall be determined by reference to,
among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Issuers on the one hand or the Initial Purchasers on the
other, the intent of the parties and their relative knowledge, information and opportunity to correct or prevent such untrue statement or omission. The Issuers and the Initial Purchasers agree that it would not be just and equitable if contribution
were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an
Initial Purchaser within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each person who controls an
Issuer within the meaning of either the Act or the Exchange Act and each officer and director of an Issuer shall have the same rights to contribution as such Issuer, subject in each case to the applicable terms and conditions of this paragraph (d).

  
 9. Default by an Initial Purchaser. If any one or more
Initial Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this
Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (at the respective purchase prices set forth in Section 2 and in the respective proportions which the amount of Securities set forth opposite their
names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities
set forth in Schedule I hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchasers do 

  

 -25- 








 
not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Initial Purchaser or the Issuers. In the event of a
default by any Initial Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Final
Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement and no action taken under this paragraph shall relieve any defaulting Initial Purchaser of its liability, if any, to the Issuers or any
nondefaulting Initial Purchaser for damages occasioned by its default hereunder. 
  
 10. Termination. This Agreement shall be subject to termination in the absolute discretion of Citigroup, by notice given to the Company and Crown Americas Capital prior to delivery of and payment for the
Securities, if at any time prior to such time (i) trading in any of Holdings’ securities shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on any such Exchange or the Nasdaq National Market; (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities; or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of Citigroup, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final Memorandum (exclusive of any amendment or supplement
thereto). 
  
 11. Representations and Indemnities to
Survive. The respective agreements, representations, warranties, indemnities and other statements of the Issuers or their respective officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the Issuers or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the
Securities. The provisions of Sections 7, 8 and 11 hereof shall survive the termination or cancellation of this Agreement. 
  
 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Initial Purchasers, will be mailed,
delivered or telefaxed to the Citigroup General Counsel (fax no.: (212) 816-7912) and confirmed to Citigroup at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; if sent to the Issuers, will be mailed,
delivered or telefaxed to Crown Holdings, Inc., One Crown Way, Philadelphia, PA 19154-4599, Attention: General Counsel (fax no.: (215) 676-6011), with a copy to Dechert LLP, Cira Center, 2929 Arch Street, Philadelphia, PA 19104, Attention:
William G. Lawlor (fax no.: (215) 994-2222). 
  
 13.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8 hereof, and, except as
expressly set forth in Section 5(h) hereof, no other person will have any right or obligation hereunder. 
  

 -26- 








 14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws
of the State of New York applicable to contracts made and to be performed within the State of New York. 
  
 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together
shall constitute one and the same instrument. 
  
 16. No
Fiduciary Duty. Holdings, the Company and Crown Americas Capital hereby acknowledge that (a) the Initial Purchasers are acting as principal and not as an agent or fiduciary of any Issuer or any of its Subsidiaries and (b) their
engagement of the Initial Purchasers in connection with the offering of the Notes is as independent contractors and not in any other capacity. Furthermore, Holdings, the Company and Crown Americas Capital agree that they are solely responsible for
making their own judgments in connection with the offering of the Notes (irrespective of whether any of the Initial Purchasers has advised or is currently advising any Issuer or any of its Subsidiaries on related or other matters). 
  
 17. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof. 
  
 18.
Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated. 
  
 “Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

  
 “Affiliate” shall have the meaning specified
in Rule 501(b) of Regulation D. 
  
 “Business
Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York. 
  
 “Commission” shall mean the Securities and Exchange
Commission. 
  
 “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. 
  
 “Execution Time” shall mean, the date and time that this Agreement is first executed and delivered by the parties hereto. 
  
 “Investment Company Act” shall mean the Investment Company
Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. 
  
 “NASD” shall mean the National Association of Securities Dealers, Inc. 
  
 “Regulation D” shall mean Regulation D under the Act. 
  
 “Regulation S” shall mean Regulation S under the
Act. 
  

 -27- 








 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the
rules and regulations of the Commission promulgated thereunder. 
  
 19. Consent to Jurisdiction. By the execution and delivery of this Agreement, each Issuer irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in the borough of Manhattan, the city of
New York, over any suit, action or proceeding arising out of or relating to this Agreement. 
  

 -28- 








 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Issuers and the several Initial Purchasers. 
  

			
	 Very truly yours,

	
	 Crown Holdings, Inc.

		
	By:	 	 /s/ Alan W. Rutherford

	 Name:
	 	 Alan W. Rutherford

	 Title:
	 	 Executive Vice President and CFO

	
	 Attest:

		
	By:	 	 /s/ Rosemary Haselroth

	 Name:
	 	 Rosemary Haselroth

	 Title:
	 	 Assistant Secretary

	
	 Crown Americas, LLC

		
	By:	 	 /s/ Frank J. Mechura

	 Name:
	 	 Frank J. Mechura

	 Title:
	 	 President and CEO

	
	 Crown Americas Capital Corp.

		
	By:	 	 /s/ Michael B. Burns

	 Name:
	 	 Michael B. Burns

	 Title:
	 	 Vice President and Treasurer











			
	 GUARANTORS:

	
	 Central States Can Co. of Puerto Rico, Inc.

	 CROWN Beverage Packaging Puerto Rico, Inc.

	 Crown Consultants, Inc.

	 Crown Cork & Seal Company (DE), LLC

	 Crown Cork & Seal Company, Inc.

	 Crown Financial Corporation

	 Crown Financial Management, Inc.

	 CROWN Packaging Technology, Inc.

	 Foreign Manufacturers Finance Corporation

	 NWR, Inc.

		
	 By    
	 	/s/ Michael B. Burns
	 Name:
	 	Michael B. Burns
	 Title:
	 	Vice President & Treasurer
	
	 Crown Beverage Packaging, Inc.

		
	 By    
	 	/s/ Patrick D. Szmyt
	 	 	Patrick D. Szmyt
	 	 	Vice President & CFO
	
	 CROWN Cork & Seal USA, Inc.

		
	 By    
	 	/s/ Patrick D. Szmyt
	 	 	Patrick D. Szmyt
	 	 	Sr. Vice President & CFO










			
	 CROWN Risdon USA, Inc.

		
	By	 	/s/ Stephen Pearlman
	 	 	Stephen Pearlman
	 	 	President
	
	 Crown Holdings (PA), LLC

		
	By	 	/s/ Michael B. Burns
	 Name:
	 	Michael B. Burns
	 Title:
	 	Vice President & Treasurer
	
	 Crown Cork & Seal Company (PA), Inc.

		
	By	 	/s/ Michael B. Burns
	 Name:
	 	Michael B. Burns
	 Title:
	 	Vice President & Treasurer









 The foregoing Agreement is hereby confirmed 
 and accepted as of the date first above written. 
  
 Citigroup Global Markets Inc. 
 Lehman Brothers Inc. 
 Deutsche Bank Securities Inc. 
 Banc of America Securities LLC 
  

			
	By:	 	 Citigroup Global Markets Inc.

		
	By:	 	 /s/ Whitner Marshall

	 Name:
	 	 Whitner Marshall

	 Title:
	 	 Director


  
 For themselves and the other several
Initial 
 Purchasers named in Schedule I to the 
 foregoing
Agreement. 







 SCHEDULE I 
  


							
	 Initial Purchasers

	  	 Principal Amount
 of 2013 Securities
 to Be Purchased

	  	 Principal Amount
 of 2015 Securities
 to Be Purchased


	 Citigroup Global Markets Inc.
	  	$	114,525,000	  	$	137,430,000
	 Lehman Brothers Inc.
	  	 	114,525,000	  	 	137,430,000
	 Deutsche Bank Securities Inc.
	  	 	141,910,000	  	 	170,292,000
	 Banc of America Securities LLC
	  	 	51,935,000	  	 	62,322,000
	 BNP Paribas Securities Corp.
	  	 	51,935,000	  	 	62,322,000
	 Calyon Securities (USA) Inc.
	  	 	10,170,000	  	 	12,204,000
	 ABN AMRO Incorporated
	  	 	5,000,000	  	 	6,000,000
	 Credit Suisse First Boston LLC
	  	 	5,000,000	  	 	6,000,000
	 Scotia Capital (USA) Inc.
	  	 	5,000,000	  	 	6,000,000
	 	  	
	
	  	
	

	 Total
	  	$	500,000,000	  	$	600,000,000
	 	  	
	
	  	
	









 SCHEDULE II 
  

			
	 Guarantors

	  	Jurisdiction of Formation


	 United States
	  	 
	 Central States Can Co. of Puerto Rico, Inc.
	  	OH
	 CROWN Beverage Packaging Puerto Rico, Inc.
	  	DE
	 Crown Consultants, Inc.
	  	PA
	 Crown Cork & Seal Company (DE), LLC
	  	DE
	 Crown Cork & Seal Company, Inc.
	  	PA
	 Crown Financial Corporation
	  	PA
	 Crown Financial Management, Inc.
	  	DE
	 Crown International Holdings, Inc.
	  	DE
	 CROWN Packaging Technology, Inc.
	  	DE
	 Foreign Manufacturers Finance Corporation
	  	DE
	 NWR, Inc.
	  	PA
	 Crown Beverage Packaging, Inc.
	  	DE
	 CROWN Cork & Seal USA, Inc.
	  	DE
	 CROWN Risdon USA, Inc.
	  	DE








 EXHIBIT A 
  

Selling Restrictions for Offers 
 and Sales Outside the United States 
  
 1.
(a) The Securities have not been and will not be registered under the Act and may not be offered or sold (x) within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the
registration requirements of the Act and (y) outside the United States except in accordance with Regulation S under the Act. Each Initial Purchaser represents and agrees that, except as otherwise permitted by Section 4(a)(i) of the
Agreement to which this is an exhibit, it has offered and sold the Securities, and will offer and sell the Securities, (i) as part of their distribution at any time; and (ii) otherwise until 40 days after the later of the commencement of
the offering and the Closing Date (the “distribution compliance period”), only in accordance with Rule 903 of Regulation S under the Act. Accordingly, each Initial Purchaser represents and agrees that neither it, nor any of its
Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and that it and they have complied and will comply with the offering restrictions requirement of
Regulation S. Each Initial Purchaser agrees that, at or prior to the confirmation of sale of Securities (other than a sale of Securities pursuant to Section 4(a)(i) of the Agreement to which this is an exhibit), it shall have sent to each
distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect: 
  
 “The Securities covered hereby have not been registered under the U.S.
Securities Act of 1933 (the “Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after
the later of the commencement of the offering and the date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Terms used above have the meanings given to them by
Regulation S.” 
  
 (b) Each Initial Purchaser also
represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its Affiliates or with the prior written consent of the Issuers.

  
 (c) Terms used in this section have the meanings given to them
by Regulation S. 
  
 2. Each Initial Purchaser represents and
agrees that (i) it has not offered or sold, and, prior to the expiry of six months from the closing of the offering of the Securities will not offer or sell, any Securities to persons in the United Kingdom except to persons whose ordinary
activities 

  

 A-1 








 
involve them in acquiring, holding, managing or disposing of investments, whether as principal or agent, for purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and the Public Offers of Securities Regulations 1995 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United
Kingdom and (iii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of the FSMA) received by it in
connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company, Crown Americas Capital or Holdings. 
  

 A-2