Supplemental Indenture Third Priority Senior Secured Notes due 2013



 Exhibit 4.r 
  

  
 SUPPLEMENTAL INDENTURE 
  
 Dated as of November 18, 2005

  
 to Indenture 
  
 Dated as of February 26, 2003 
  
 Among 
  
 CROWN EUROPEAN HOLDINGS SA, as Issuer, 
  
 the GUARANTORS named therein 
  
 and 
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION 
 (as successor by consolidation to Wells Fargo
Bank Minnesota, National Association), 
 as Trustee 
  

  







 This SUPPLEMENTAL INDENTURE dated as of November 18, 2005 (“Supplemental Indenture”), is among
Crown European Holdings SA, a French société anonyme (the “Company”), the guarantors identified on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank Minnesota, National Association, as trustee under
the indenture referred to herein (the “Trustee”). 
  
 RECITALS 
  
 WHEREAS, the Company, the Guarantors and the
Trustee have heretofore duly executed and delivered an indenture dated as of February 26, 2003 (the “Indenture”), pursuant to which the Company issued $725,000,000 aggregate principal amount of 10 7/8% Third Priority Senior Secured Notes due 2013 (the “Notes”); 
  
 WHEREAS, Section 8.02 of the Indenture provides that the Company, the
Guarantors and the Trustee may, with certain exceptions, amend the Indenture, the Notes, the Note Guarantees (as defined in the Indenture) or any provision of any Security Document (as defined in the Indenture) or the Proceeds Sharing Agreement (as
defined in the Indenture) with the consent of the Holders (as defined in the Indenture) of at least a majority in principal amount of the then outstanding Notes; 
  
 WHEREAS, Section 8.02(c) of the Indenture provides that, in addition to the release of the Collateral (as defined in the
Indenture) expressly permitted by the Indenture and the Security Documents, Collateral may be released with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding
(the “Required Consents”); 
  
 WHEREAS, Crown
Holdings, Inc., a Guarantor and the parent company of the Company (“Crown”), has distributed an Offer to Purchase and Consent Solicitation Statement, dated October 18, 2005 (the “Statement”), and accompanying letter of
transmittal and consent (the “Letter of Transmittal”) to the Holders of the Notes in connection with (i) certain proposed amendments to the Indenture as described in the Statement (the “Proposed Amendments”) and (ii) the
termination or amendment of the related Security Documents and amendments to the Proceeds Sharing Agreement as described in the Statement (the “Collateral Document Terminations”); 
  
 WHEREAS, the Holders of at least 66 2/3% of the
outstanding principal amount of the Notes have approved the Proposed Amendments and the Collateral Document Terminations; 
  
 WHEREAS, the Board of Directors of the Company and the applicable Board of Directors of the respective Guarantors have authorized the execution of this
Supplemental Indenture and the delivery hereof to the Trustee for the purpose of modifying the Indenture as set forth herein; 
  
 WHEREAS, in all other respects all actions have been taken necessary to make this Supplemental Indenture the valid, binding and legal obligation of the
Company and the Guarantors in accordance with its terms; 
  
 NOW,
THEREFORE, in consideration of the premises, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Guarantors hereby covenant and agree with the Trustee as follows: 

 
 SECTION 1. Capitalized Terms. All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Indenture. 







 SECTION 2. Amendments to the Indenture and the Notes. (a) The following Sections and Articles of
the Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and replaced with “Intentionally Omitted.”: 
  

			
	 Section 4.03
	  	Legal Existence
	 Section 4.04
	  	Maintenance of Properties; Insurance Compliance with Law
	 Section 4.05
	  	Waiver of Stay; Extension of Usury Laws
	 Section 4.06
	  	Compliance Certificate
	 Section 4.07
	  	Taxes
	 Section 4.08
	  	Repurchase at the Option of Holders Upon the Change of Control
	 Section 4.09
	  	Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock
	 Section 4.10
	  	Limitation on Restricted Payments
	 Section 4.11
	  	Limitation on Liens
	 Section 4.12
	  	Limitation on Asset Sales
	 Section 4.13
	  	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 Section 4.14
	  	Limitation on Transactions with Affiliates
	 Section 4.15
	  	Limitation on Sale and Leaseback Transactions
	 Section 4.17
	  	Reports to Holders
	 Section 4.18
	  	Limitation on Creation of Subsidiaries
	 Section 4.19
	  	Suspension of Certain Covenants in Event of Investment Grade Rating
	 Section 5.01
	  	Consolidation, Merger or Sale of Assets
	 Section 5.02
	  	Successor Person Substituted
	 Article 11
	  	Security Documents; Proceeds Sharing Agreement (except for Section 11.12).

  
 (b) Clauses (3)
through (10) of Section 6.01 of the Indenture relating to Events of Defaults (as defined in the Indenture) are hereby deleted and replaced with “Intentionally Omitted.” 
  
 (c) The last sentence of Section 9.01, clause (2) of the second sentence of Section 9.02, all of Section 9.03 and all but
clause (1) of Section 9.04 of the Indenture are hereby deleted. 
  
 (d) Any definitions used exclusively in the provisions of the Indenture or Notes that are deleted pursuant to this Section 2, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the
Indenture and the Notes, and all references in the Indenture and the Notes to paragraphs, clauses, Sections, Articles or other terms or provisions of the Indenture referred to above in this section or that have been otherwise deleted pursuant to
this Supplemental Indenture are hereby deleted in their entirety. 
  
 SECTION 3. The Indenture. This Supplemental Indenture is expressly made supplemental to and shall form a part of the Indenture and is made subject to all the conditions, covenants and warranties contained in the Indenture. Nothing in
this Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this Supplemental Indenture. Each reference in the Indenture to “this Indenture”, “hereunder”,
“hereof”, and words of like import referring to the Indenture and each reference in any other transaction document relating to the Indenture shall mean the Indenture as amended hereby. 







 SECTION 4. Legend. There shall be stamped, overprinted, typed or otherwise noted on Notes
authenticated and delivered after the date hereof the following legend: 
  
 “THE INDENTURE GOVERNING THIS NOTE HAS BEEN AMENDED BY A SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 18, 2005. REFERENCE IS MADE TO SUCH SUPPLEMENTAL INDENTURE FOR A STATEMENT OF THE AMENDED RIGHTS AND
OBLIGATIONS OF THE COMPANY AND HOLDERS OF THE NOTES.” 
  
 SECTION 5. Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the Indenture as hereby supplemented, or the due execution hereof by the Company and the Guarantors, or the
recitals and statements contained herein, all of which recitals and statements are made solely by the Company and the Guarantors, as the case may be. 
  
 SECTION 6. Release of Collateral. Pursuant to Section 8.02(c) of the Indenture and the deletion of Article 11 of the Indenture and pursuant to
Section 9 of the Second Amended and Restated U.S. Intercreditor and Collateral Agency Agreement, dated November 18, 2005 (the “Amended U.S. Intercreditor Agreement”) and Section 9 of the Second Amended and Restated Euro Intercreditor and
Collateral Agency Agreement, dated November 18, 2005 (the “Amended Euro Intercreditor Agreement” and together with the Amended U.S. Intercreditor Agreement, the “Amended Intercreditor Agreements”), all of the Liens upon
Collateral created by the Security Documents are released and the Notes are not entitled to the benefits of the Amended Intercreditor Agreements. Pursuant to Section 8.02(a) of the Indenture and the deletion of Section 11.12 of the Indenture and
pursuant to Sections 1 and 6(b)(ii) of the Second Amended and Restated Global Participation and Proceeds Sharing Agreement, dated November 18, 2005 (the “Amended Proceeds Sharing Agreement”), the Notes are to be treated as Additional
Unsecured Indebtedness (as defined in the Amended Proceeds Sharing Agreement) and the Note Holders are not entitled to share in the proceeds from Collateral under the Amended Proceeds Sharing Agreement. Pursuant to Section 7.14(b) of the Second
Amended and Restated U.S. Security Agreement, dated November 18, 2005, Section 13(b) of the Bank Pledge Agreement, dated November 18, 2005, Section 13(b) of the Euro Bank Pledge Agreement, dated November 18, 2005, Section 13(b) of the Second Amended
and Restated CEH Pledge Agreement, dated November 18, 2005, and Section 13(b) of the Second Amended and Restated Shared Pledge Agreement, dated November 18, 2005, the applicable collateral agent is required to execute and deliver all UCC termination
statements and similar documents that the Company reasonably requests to evidence the termination or release of the Collateral. The Trustee is hereby authorized to execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to effectuate the release of the Notes’ Liens on the Collateral. 
  
 SECTION 7. Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, the
United States of America, without regard to the principles of conflicts of laws. 
  
 SECTION 8. Counterparts. This Supplemental Indenture may be simultaneously executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and
the same instrument. 
  
 SECTION 9 Severability. If any
court of competent jurisdiction shall determine that any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. 







 SECTION 10 Effectiveness. This Supplemental Indenture shall become effective upon execution by the
Company, the Guarantors and the Trustee; provided that nothing herein shall be construed to amend, change or modify in any material respect the obligation of the Company to make and consummate an Asset Sale Offer with respect to an Asset Sale Offer
Trigger Date, which may have occurred prior to the date hereof; provided further that Sections 2, 4 and 6 of this Supplemental Indenture shall not become operative until the Company delivers written notice to the Trustee that at least 66 2/3% of the aggregate principal amount of the Notes validly tendered and not validly withdrawn pursuant to the Statement have been accepted for purchase. In the event the Company notifies (if orally, then confirmed in writing) Wells
Fargo Bank, N.A., as depositary for the Notes under the Statement, that it has withdrawn or terminated the offers to purchase the Notes pursuant to the Statement, this Supplemental Indenture shall be terminated and of no force or effect and the
Indenture shall not be modified hereby. 
  
 SECTION 11
Further Instruments and Acts. Upon request of the Company, the Trustee will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this
Supplemental Indenture. 







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

			
	The Company:
	
	CROWN EUROPEAN HOLDINGS SA
		
	By:	 	 /s/ Alan W. Rutherford


	Name:	 	Alan W. Rutherford
	Title:	 	Directeur Général Délégué










			
	The Guarantors:
	
	 CROWN CORK & SEAL COMPANY, INC.

		
	 By:
	 	 /s/ Alan W. Rutherford


	Name:	 	Alan W. Rutherford
	Title:	 	Vice President & CFO
		
	 Attest:
	 	 
		
	By:	 	 /s/ Rosemary Haselroth


	Name:	 	Rosemary Haselroth
	Title:	 	Assistant Secretary
	
	 CENTRAL STATES CAN CO. OF PUERTO
RICO, INC.

	 CROWN AMERICAS LLC

	 CROWN BEVERAGE PACKAGING, INC.

	 CROWN BEVERAGE PACKAGING
PUERTO RICO, INC.

	 CROWN CONSULTANTS, INC.

	 CROWN CORK & SEAL COMPANY (DE), LLC

	 CROWN CORK & SEAL USA, INC.

	 CROWN FINANCIAL CORPORATION

	 CROWN FINANCIAL MANAGEMENT, INC.

	 CROWN HOLDINGS (PA), LLC

	 CROWN INTERNATIONAL HOLDINGS, INC.

	 CROWN PACKAGING TECHNOLOGY, INC.

	 CROWN RISDON USA, INC.

	 FOREIGN MANUFACTURERS FINANCE
CORPORATION

	 NWR, INC.

		
	 By:
	 	 /s/ Michael B. Burns


	 Name:
	 	 Michael B. Burns

	 Title:
	 	Authorized Officer










			
	CROWN HOLDINGS, INC.
		
	By:	 	 /s/ Alan W. Rutherford


	Name:	 	Alan W. Rutherford
	Title:	 	Executive Vice President & CFO
		
	Attest:	 	 /s/ Rosemary Haselroth


	Name:	 	Rosemary Haselroth
	Title:	 	Assistant Secretary










			
	CROWN VERPAKKING BELGIE NV
		
	By:	 	 /s/ Lakon Holloway


	Name:	 	Lakon Holloway
	Title:	 	Attorney-in-Fact










			
	889273 ONTARIO INC.
		
	 By:
	 	 /s/ Adrian Cobbold


	 Name:
	 	 Adrian Cobbold

	 Title:
	 	 Secretary

	
	 CROWN RISDON CANADA INC.

		
	 By:
	 	 /s/ Adrian Cobbold


	 Name:
	 	 Adrian Cobbold

	 Title:
	 	 Secretary

	
	 CROWN CANADIAN HOLDINGS ULC

		
	 By:
	 	 /s/ Adrian Cobbold


	 Name:
	 	 Adrian Cobbold

	 Title:
	 	 Secretary

	
	 CROWN METAL PACKAGING CANADA LP

		
	 By:
	 	 /s/ Adrian Cobbold


	 Name:
	 	 Adrian Cobbold

	 Title:
	 	 Secretary

	
	 3079939 NOVA SCOTIA COMPANY/3079939
 COMPAGNIE DE LA NOUVELLE ÉCOSSE

		
	 By:
	 	 /s/ Adrian Cobbold


	 Name:
	 	 Adrian Cobbold

	 Title:
	 	 Secretary











			
	 SOCIETE DE PARTICIPATIONS CARNAUDMETALBOX SAS

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact

	
	 CROWN BEVCAN FRANCE SAS

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact

	
	 CROWN EMBALLAGE FRANCE SAS

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact

	
	 CROWN DÉVELOPPEMENT SAS

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact











			
	 CROWN VERPACKUNGEN DEUTSCHLAND
     GMBH

	By:	 	 /s/ Peter Brylka


	Name:	 	Peter Brylka
	Title:	 	Managing Director
		
	By:	 	 /s/ Rolf Wilke


	Name:	 	Rolf Wilke
	Title:	 	“Prokurist”
	
	 CROWN VERSCHLUSSE DEUTSCHLAND
     GMBH

		
	By:	 	 /s/ Christoph F. Wetzler


	Name:	 	Christoph F. Wetzler
	Title:	 	Attorney-in-Fact
	
	CROWN NAHRUNGSMITTELDOSEN GMBH
		
	By:	 	 /s/ Christoph F. Wetzler


	Name:	 	Christoph F. Wetzler
	Title:	 	Attorney-in-Fact
	
	 CROWN NAHRUNGSMITTELDOSEN
     DEUTSCHLAND GMBH

		
	By:	 	 /s/ Christoph F. Wetzler


	Name:	 	Christoph F. Wetzler
	Title:	 	Attorney-in-Fact
	
	 CROWN SPECIALTY PACKAGING
     DEUTSCHLAND GMBH

		
	By:	 	 /s/ Christoph F. Wetzler


	Name:	 	Christoph F. Wetzler
	Title:	 	Attoney-in-Fact
	
	 CROWN CORK & SEAL DEUTSCHLAND
     HOLDINGS GMBH

		
	By:	 	 /s/ Peter Brylka


	Name:	 	Peter Brylka
	Title:	 	Managing Director
		
	By:	 	 /s/ Rolf Wilke


	Name:	 	Rolf Wilke
	Title:	 	“Prokurist”










			
	 CROWN ENVASES MEXICO S.A. DE C.V.

		
	 By:
	 	 /s/ Luis Alonso Ruiz Shelley


	 Name:
	 	 Luis Alonso Ruiz Shelley

	 Title:
	 	 Attorney-in-Fact

	
	 CROWN MEXICAN HOLDINGS, S. DE R.L. DE
C.V.

		
	 By:
	 	 /s/ Luis Alonso Ruiz Shelley


	 Name:
	 	 Luis Alonso Ruiz Shelley

	 Title:
	 	 Attorney-in-Fact











			
	 CROWN VOGEL AG

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact











			
	 CROWN UK HOLDINGS LIMITED

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact

	
	 CARNAUDMETALBOX OVERSEAS LIMITED

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact

	
	 CROWN CORK & SEAL FINANCE PLC

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact

	
	 CARNAUDMETALBOX GROUP UK LIMITED

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact

	
	 CROWN SPECIALTY PACKAGING UK PLC

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact

	
	 CARNAUDMETALBOX ENGINEERING PLC

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact











			
	 CROWN AEROSOLS UK LIMITED

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact

	
	 CROWN PACKAGING UK PLC

		
	 By:
	 	 /s/ Lakon Holloway


	 Name:
	 	 Lakon Holloway

	 Title:
	 	 Attorney-in-Fact











			
	 WELLS FARGO BANK, N.A., as Trustee

		
	 By:
	 	 /s/ Jeffery Rose


	 Name:
	 	 Jeffery Rose

	 Title:
	 	 Vice President