Registration Rights Agreement - 7 3/4% Senior Notes



 Exhibit 4.j 
  

CROWN AMERICAS, LLC 
  
 and 
  
 CROWN AMERICAS CAPITAL CORP. 
  
 $600,000,000 7 3/4% Senior Notes due 2015 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 New York, New York 
 November 18, 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 
  
 Dear Sirs:

  
 Crown Holdings, Inc., a Pennsylvania corporation
(“Crown”), and the indirect parent company of Crown Americas, LLC, a Pennsylvania limited liability company (the “Company”) and Crown Americas Capital Corp., a Delaware Corporation (“Crown Americas
Capital” and, together with the Company, the “Notes Issuers”), proposes among other things, that the Notes Issuers issue and sell to the several initial purchasers named in Schedule I hereto (the “Initial
Purchasers”), for whom you are acting as representatives (the “Representatives”), $600,000,000 aggregate principal amount of their 7 3/4% Senior Notes due 2015 (the “Notes”) upon the terms and conditions set forth in a purchase agreement dated November 8, 2005 (the “Purchase Agreement”) relating
to the initial placement of the Notes (the “Initial Placement”). The Notes Issuers’ obligations under the Notes will be unconditionally guaranteed (the “Guarantees”) by Crown and each of Crown’s
subsidiaries named in Schedule II to the Purchase Agreement (collectively, the “Guarantors”). References herein to the “Issuers” refer to the Notes Issuers and the Guarantors. References herein to the
“Securities” refer to the Notes and the Guarantees. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Issuers hereby agree with you for your benefit
and the benefit of the holders from time to time of Securities and Exchange Securities (as defined below) (including the Initial Purchasers) (each a “Holder” and collectively the “Holders”) as follows:

  
 1. Definitions. Capitalized terms used herein
without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following defined terms shall have the following respective meanings: 
  
 “Act” shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder. 







 “Affiliate” of any specified Person shall mean any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing. 
  
 “Broker-Dealer” shall mean any broker or dealer registered
as such under the Exchange Act. 
  
 “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 New York City. 
  
 “Crown Americas Capital” shall mean Crown Americas Capital
Corp., a Delaware corporation, and any successor thereto. 
  
 “Commission” shall mean the Securities and Exchange Commission. 
  
 “Company” shall mean Crown Americas, LLC, a Pennsylvania limited liability company, and any successor thereto. 
  

“Conduct Rules” shall have the meaning set forth in Section 4(u) hereof. 
  
 “Crown” shall mean Crown Holdings, Inc., a Pennsylvania
corporation, and any successor thereto. 
  
 “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. 
  
 “Exchange Offer Registration Period” shall mean the one-year period following the consummation of the Registered Exchange Offer,
exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. 
  
 “Exchange Offer Registration Statement” shall mean a registration statement of the Issuers on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein. 
  
 “Exchange
Securities” shall mean debt securities of the Notes Issuers guaranteed by the Guarantors identical in all material respects to the Securities (except that the cash interest and interest rate step-up provisions and U.S. transfer restrictions
shall be modified or eliminated as appropriate) to be issued under the Indenture. 
  
 “Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from any Issuer or any Affiliate of any Issuer) for Exchange Securities. 
  
 “Final Memorandum” shall have the meaning set forth in the Purchase Agreement. 
  
 “Guarantees” shall have the meaning set forth in the
preamble hereto. 
  

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 “Guarantors” shall have the meaning set forth in the preamble hereto. 
  
 “Holder” shall have the meaning set forth in the preamble
hereto. 
  
 “Indenture” shall mean the Indenture
relating to the Securities to be dated as of the date of original issuance of the Notes among the Notes Issuers, the Guarantors and Citibank, N.A., as trustee, as amended or supplemented from time to time in accordance with the terms thereof.

  
 “Initial Placement” shall have the meaning
set forth in the preamble hereto. 
  
 “Initial
Purchasers” shall have the meaning set forth in the preamble hereto. 
  
 “Issuers” shall have the meaning set forth in the preamble hereto. 
  
 “Losses” shall have the meaning set forth in Section 6(d) hereof. 
  
 “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of Securities and
Exchange Securities registered under a Registration Statement. 
  
 “Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering. 
  
 “Notes” shall have the meaning set forth in the preamble hereto. 
  
 “Person” shall mean an individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity. 
  
 “Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Securities or the Exchange Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. 
  
 “Purchase Agreement” shall have the meaning set forth in the
preamble hereto. 
  
 “Registered Exchange Offer”
shall mean the proposed offer of the Issuers to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate
principal amount of the Exchange Securities. 
  
 “Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the Exchange Securities pursuant to the provisions of this Agreement, any
amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. 
  
 “Representatives” shall have the meaning set forth in the
preamble hereto. 
  
 “Securities” shall have the
meaning set forth in the preamble hereto. 
  

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 “Shelf Registration” shall mean a registration effected pursuant to Section 3
hereof. 
  
 “Shelf Registration Period” shall
have the meaning set forth in Section 3(b) hereof. 
  
 “Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or Exchange Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including
the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
  
 “Trustee” shall mean the trustee with respect to the Securities under the Indenture. 
  
 “underwriter” shall mean any underwriter of Securities or
Exchange Securities in connection with an offering thereof under a Shelf Registration Statement. 
  
 2. Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 120 days following the date of the original issuance of the
Securities (or if such 120th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable
best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 240 days of the date of the original issuance of the Securities (or if such 240th day is not a Business Day, the next succeeding Business Day).

  
 (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder is not an
Affiliate of any Issuer, acquires the Exchange Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities
laws of a substantial proportion of the several states of the United States. 
  
 (c) In connection with the Registered Exchange Offer, the Issuers shall: 
  
 (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents; 
  
 (ii) keep the Registered Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); 
  
 (iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously
effective under the Act, supplemented and amended as required under the Act, to ensure that it is available for sales of Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period; 
  

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 (iv) utilize the services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee; 
  
 (v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on
which the Registered Exchange Offer is open; 
  
 (vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in
reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers
have not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating
in the Registered Exchange Offer is acquiring the Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities; and 
  
 (vii) comply in all respects with all applicable laws.

  
 (d) As soon as practicable after the close of the Registered
Exchange Offer, the Issuers shall: 
  
 (i) accept
for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer; 
  
 (ii) deliver to the Trustee for cancellation in accordance with Section 4(s) hereof all Securities so accepted for exchange; and

  
 (iii) cause the Trustee promptly to
authenticate and deliver to each Holder of Securities a principal amount of Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange. 
  
 (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange
Offer to participate in a distribution of the Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub. avail.
June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must
comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction which must be covered by an effective registration statement containing the selling security holder information required
by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates.
Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer: 
  
 (i) any Exchange Securities received by such Holder will be
acquired in the ordinary course of business; 
  

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 (ii) such Holder will have no arrangement or understanding with any Person to participate
in the distribution of the Securities or the Exchange Securities within the meaning of the Act; and 
  
 (iii) such Holder is not an Affiliate of any Issuer. 
  
 (f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect
to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing Exchange Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of Exchange Securities. The Issuers shall use their reasonable best efforts to cause the same
CUSIP and ISIN numbers to be assigned for such Exchange Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer. 
  
 (g) Interest on each Exchange Security shall accrue from the last date on which interest was paid on the Security surrendered in exchange therefor or, if
no interest has been paid on such Security, from the date of such Security’s original issue. 
  
 3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the
Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated
within 270 days after the date of the original issuance of the Securities; or (iii) prior to the 20th day following the consummation of the Registered Exchange Offer (x) any Initial Purchaser so requests with respect to Securities that are
not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer, (y) any Holder notifies the Notes Issuers that it is not or was not eligible
to participate in the Registered Exchange Offer or (z) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies
the Notes Issuers that it will not or did not receive freely tradeable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (A) the requirement that an Initial Purchaser
deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being
not “freely tradeable”; and (B) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result
of market-making activities or other trading activities shall not result in such Exchange Securities being not “freely tradeable”), the Issuers shall effect a Shelf Registration in accordance with Section 3(b) hereof. 
  
 (b) (i)The Issuers shall as promptly as practicable (but in no event more
than 60 days after so required or requested pursuant to this Section 3), file with the Commission, and thereafter shall use their reasonable best efforts to cause to be declared effective under the Act within 120 days after so required or
requested pursuant to this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of
distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of 

  

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this Agreement applicable to such Holder; and provided, further, that with respect to Exchange Securities received by an Initial Purchaser in
exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing
the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred
to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. 
  
 (ii) The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders until the earliest of (x) the time when all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration
Statement can be sold pursuant to Rule 144 under the Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144 under the Act, (y) two years from the effective date of the Shelf Registration Statement (or until one
year from the effective date of the Shelf Registration Statement if the Shelf Registration Statement is filed at the request of an Initial Purchaser) and (z) the date on which all the Securities or Exchange Securities, as applicable, covered by
the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Issuers shall be deemed not to have used their reasonable
best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily takes any action that would reasonably be expected to result in Holders of Securities or Exchange Securities covered thereby not
being able to offer and sell such Securities or Exchange Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by such Issuer in good faith and for valid business reasons (not
including avoidance of its obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers thereafter comply with the requirements of Section 4(k) hereof, if applicable. 
  
 (iii) The Issuers shall cause the Shelf Registration
Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements
of the Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. 
  
 4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply:

  
 (a) The Issuers shall: 
  
 (i) furnish to each of you, not less than five Business Days
prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein
(including all documents incorporated by reference therein after the initial filing) and shall use their reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as you reasonably propose;

  
 (ii) in the case of an Exchange Offer
Registration Statement, to the extent permitted by the Act, include the information set forth in Annex A hereto on the front cover of the Prospectus included in the Exchange Offer Registration Statement, 

  

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in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in
Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the
Registered Exchange Offer; 
  
 (iii) in the case
of an Exchange Offer Registration Statement, if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement;
and 
  
 (iv) in the case of a Shelf Registration
Statement, include the names of the Holders that propose to sell Securities or Exchange Securities pursuant to the Shelf Registration Statement as selling security holders. 
  
 (b) The Issuers shall ensure that: 
  
 (i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any
amendment or supplement thereto complies in all material respects with the Act and the rules and regulations thereunder; and 
  
 (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 
  
 (c) The Issuers shall advise you, the Holders of Securities or Exchange Securities covered by any Shelf Registration Statement and any
Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to any Issuer a telephone or facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm
such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuers shall have remedied the basis for such suspension): 
  
 (i) when a Registration Statement and any amendment thereto
has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; 
  
 (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional
information; 
  
 (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; 
  
 (iv) of the receipt by any Issuer of any notification with respect to the suspension of the qualification of the securities included
therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and 
  
 (v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the
statements therein are 

  

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not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not misleading. 
  
 (d) The Issuers shall use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time. 
  
 (e) The Issuers shall furnish to each Holder of Securities or Exchange Securities covered by any Shelf Registration Statement, without
charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein). 
  
 (f) The
Issuers shall, during the Shelf Registration Period, deliver to each Holder of Securities or Exchange Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus)
included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Issuers consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of
securities in connection with the offering and sale of the securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 
  
 (g) The Issuers shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy
of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein). 
  
 (h) The
Issuers shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such
Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may reasonably request. The Issuers consent to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging
Dealer and any such other Person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement. 
  
 (i) Prior to the Registered Exchange Offer or any other offering of Securities or Exchange Securities pursuant to any Registration Statement, the Issuers shall arrange, if necessary, for the qualification of the
Securities or the Exchange Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and will maintain such qualification in effect so long as required; provided that in no event shall any Issuer be
obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange
Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject. 
  
 (j) The Issuers shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Exchange
Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request. 
  

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 (k) Upon the occurrence of any event contemplated by subsections (c)(ii) through
(v) above, the Issuers shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to
purchasers of the Securities included therein, the Prospectus will not include an 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. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 hereof and the Shelf Registration Statement provided for in Section 3(b) hereof shall each
be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) hereof to and including the date when the Initial Purchasers, the Holders and any known Exchanging Dealer shall have
received such amended or supplemented Prospectus pursuant to this Section 4. 
  
 (l) Not later than the effective date of any Registration Statement, the Issuers shall provide CUSIP and ISIN numbers for the Securities
or the Exchange Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or Exchange Securities, in a form eligible for deposit with The Depository Trust
Company. 
  
 (m) The Issuers shall comply with
all applicable rules and regulations of the Commission and shall make generally available to their security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Act. 
  
 (n) The Issuers shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner. 
  
 (o) The Notes Issuers may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to furnish to the
Notes Issuers such information regarding the Holder and the distribution of such securities as the Notes Issuers may from time to time reasonably require for inclusion in such Registration Statement. The Notes Issuers may exclude from such Shelf
Registration Statement the Securities or Exchange Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. 
  
 (p) In the case of any Shelf Registration Statement, the Issuers shall enter into such and take all other
appropriate actions (including if requested an underwriting agreement in customary form) in order to expedite or facilitate the registration or the disposition of the Securities or Exchange Securities, and in connection therewith, if an underwriting
agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the Managing
Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 6. 
  
 (q) In the case of any Shelf Registration Statement, the Issuers shall: 
  
 (i) make reasonably available for inspection by a representative for the Holders of Securities or Exchange
Securities to be registered thereunder, which representative shall be selected by the Majority Holders, by the underwriters, if any, participating in any disposition pursuant to such Shelf Registration Statement, and by any attorney, accountant or
other agent for the Holders retained by the Majority Holders or for the underwriters, if any, all relevant financial and other records, pertinent corporate documents and properties of each Issuer and its subsidiaries; 
  

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 (ii) cause the officers, directors and employees of each Issuer to supply all relevant
information reasonably requested by the representative for the Holders, by the underwriters, if any, or by any such attorney, accountant or agent in connection with any such Shelf Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information that is designated in writing by any Issuer, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders, the underwriters,
if any, and any such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality; 
  
 (iii) make such representations and warranties to the Holders of Securities or Exchange Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; 
  
 (iv) obtain opinions of counsel to the Issuers (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory
to the Managing Underwriters, if any, addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably
requested by such Holders and underwriters; 
  
 (v) obtain “cold comfort” letters from the independent certified public accountants of the Notes Issuers (and, if necessary, any other independent certified public accountants of any Issuer or any subsidiary of any Issuer or of
any business acquired by any Issuer for which financial statements and financial data are, or are required to be, included in the Shelf Registration Statement), addressed to each selling Holder of securities registered thereunder and the
underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; and 
  
 (vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders and the
Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers. 
  
 The actions set forth in clauses (iii), (iv), (v) and (vi) of this
Section 4(q) shall be performed at (A) the effectiveness of such Shelf Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required
thereunder. 
  
 (r) In the case of any Exchange
Offer Registration Statement, upon the request of any Initial Purchaser, the Issuers shall: 
  
 (i) make reasonably available for inspection by the Initial Purchasers, and any attorney, accountant or other agent retained by the
Initial Purchasers, all relevant financial and 

  

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other records, pertinent corporate documents and properties of the Issuers and their respective subsidiaries; 
  
 (ii) cause the officers, directors and employees of each
Issuer to supply all relevant information reasonably requested by any Initial Purchaser or any attorney, accountant or agent retained by the Initial Purchasers in connection with any such Exchange Offer Registration Statement as is customary for
similar due diligence examinations; provided, however, that any information that is designated in writing by any Issuer, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Initial Purchaser
or any such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying
obligation of confidentiality; 
  
 (iii) make
such representations and warranties to the Initial Purchasers, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in
the Purchase Agreement; 
  
 (iv) obtain opinions
of counsel to the Issuers (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Initial Purchasers and their counsel, addressed to the Initial Purchasers, covering such matters as are customarily covered
in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the Initial Purchasers or their counsel; 
  
 (v) obtain “cold comfort” letters from the independent certified public accountants of the Issuers (and, if necessary, any other
independent certified public accountants of any Issuer or any subsidiary of any Issuer or of any business acquired by any Issuer for which financial statements and financial data are, or are required to be, included in the Exchange Offer
Registration Statement), addressed to the Initial Purchasers, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings, or if requested by the
Initial Purchasers or their counsel in lieu of a “cold comfort” letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by the Initial Purchasers or their counsel; and

  
 (vi) deliver such documents and certificates
as may be reasonably requested by the Initial Purchasers or their counsel, including those to evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements. 
  
 The foregoing actions set forth in clauses (iii), (iv), (v), and
(vi) of this Section 4(r) shall be performed at the close of the Registered Exchange Offer and the effective date of any post-effective amendment to the Exchange Offer Exchange Offer Registration Statement. 
  
 (s) If a Registered Exchange Offer is to be consummated,
upon delivery of the Securities by Holders to the Notes Issuers (or to such other Person as directed by the Notes Issuers) in exchange for the Exchange Securities, the Notes Issuers shall mark, or caused to be marked, on the Securities so exchanged
that such Securities are being canceled in exchange for the Exchange Securities. In no event shall the Securities be marked as paid or otherwise satisfied. 
  
 (t) The Issuers will use their reasonable best efforts (i) if the Securities have been rated prior to the initial sale of such
Securities, to confirm such ratings will apply to the Securities or the 

  

 -12- 








 
Exchange Securities, as the case may be, covered by a Exchange Offer Registration Statement; or (ii) if the Securities were not previously rated, to
cause the Securities covered by a Registration Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by Majority Holders with respect to the related Registration Statement or by any Managing
Underwriters. 
  
 (u) In the event that any
Broker-Dealer shall underwrite any Securities or Exchange Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules of the National
Association of Securities Dealers, Inc. (the “Conduct Rules”)) thereof, whether as a Holder or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Issuers shall assist such
Broker-Dealer in complying with the requirements of such Conduct Rules, including, without limitation, by: 
  
 (i) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Rules) to
participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made
through a placement or sales agent, to recommend the yield of such Securities or Exchange Securities; 
  
 (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in
Section 6 hereof; and 
  
 (iii) providing
such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Conduct Rules. 
  
 (v) The Issuers shall use their reasonable best efforts to take all other steps necessary to effect the registration of the Securities or
the Exchange Securities, as the case may be, covered by a Registration Statement. 
  
 5. Registration Expenses. The Issuers shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration
Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith. 
  
 6. Indemnification and Contribution. (a) The Issuers, jointly and severally, agree to indemnify and hold harmless each Holder of Securities or
Exchange Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging
Dealer), the directors, officers, employees and agents of each such Holder and each person who controls any such Holder 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 Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus,
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 not misleading, and to
reimburse each such indemnified party, as incurred, 
  

 -13- 








 
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 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 therein in reliance upon and in conformity with written information furnished to the Notes Issuers by or on behalf of any such Holder specifically for inclusion therein; provided, further, that with respect to any untrue
statement or omission of material fact made in any preliminary Prospectus, the indemnity agreement contained in this Section 6 shall not inure to the benefit of any Holder from whom the Person asserting any such loss, claim, damage or liability
purchased such Securities or Exchange Securities, as the case may be, to the extent that any such loss, claim, damage or liability of such Holder occurs under the circumstance where it shall have been determined by a court of competent jurisdiction
by final and nonappealable judgment that (w) the Notes Issuers had previously furnished copies of the Prospectus to such Holder, (x) delivery of the Prospectus was required by the Act to be made to such Person, (y) the untrue
statement or omission of a material fact contained in the preliminary Prospectus was corrected in the Prospectus and (z) 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 Prospectus. This indemnity agreement will be in addition to any liability which the Issuers may otherwise have. 
  
 The Issuers also, jointly and severally, agree to indemnify or contribute as provided in Section 6(d) to Losses of each underwriter of Securities or
Exchange Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof. 
  
 (b) Each Holder of securities covered by a Registration Statement (including
each Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally and not jointly agrees to indemnify and hold harmless the Issuers, each of
their respective directors, each of their respective officers who signs such Registration Statement, and each person who controls any 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 such Holder, but only with reference to written information relating to such Holder furnished to the Issuers by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder may otherwise have. 
  
 (c) Promptly after receipt by an indemnified party under this Section 6 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 6, 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; 

  

 -14- 








 
(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 6
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 6 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which such indemnified party may be subject in
such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such
Losses; provided, however, that in no case shall any Initial Purchaser or any subsequent Holder of any Security or Exchange Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission
applicable to such Security, or in the case of an Exchange Security, applicable to the Security that was exchangeable into such Exchange Security, as set forth on the cover page of the Final Memorandum, nor shall any underwriter be responsible for
any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, 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 sum of (x) the total net proceeds from the Initial Placement (before deducting expenses) as set forth on the cover page of the Final Memorandum and (y) the total amount of additional interest which the Issuers were not
required to pay as a result of registering the securities covered by the Registration Statement which resulted in such Losses. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as
set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or Exchange Securities, as applicable, registered under the Act. Benefits received by
any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be
determined by reference to, among other things, whether any untrue or alleged untrue statement of or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations 

  

 -15- 








 
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 6, each person who controls a Holder within the meaning of either the Act or
the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls any Issuer within the meaning of either the Act or the Exchange Act, each officer
of any Issuer who shall have signed the Registration Statement and each director of any Issuer shall have the same rights to contribution as the Issuers, subject in each case to the applicable terms and conditions of this paragraph (d). 

 
 (e) The provisions of this Section 6 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or the Issuers or any of the officers, directors or controlling Persons referred to in this Section 6 hereof, and will survive the sale by a Holder of securities covered
by a Registration Statement. 
  
 7. Underwritten
Registrations. (a) If any of the Securities or Exchange Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders.

  
 (b) No Person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Person (i) agrees to sell such Person’s Securities or Exchange Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting
arrangements. 
  
 8. No Inconsistent Agreements. No Issuer
has, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof. 
  
 9. Amendments and Waivers. The
provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the
written consent of the Majority Holders; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers shall obtain the written consent of each Initial Purchaser against
which such amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders whose Securities or Exchange Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the
Majority Holders, determined on the basis of Securities or Exchange Securities, as the case may be, being sold rather than registered under such Registration Statement. 
  
 10. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery: 
  
 (a) if to a Holder, at the most current address given by such holder to the Issuers in accordance with the provisions of this
Section 10, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to Citigroup Global Markets Inc.; 
  

 -16- 








 (b) if to you, initially at the respective addresses set forth in the Purchase Agreement;
and 
  
 (c) if to the Issuers, initially at their
address set forth in the Purchase Agreement. 
  
 All such notices
and communications shall be deemed to have been duly given when received. 
  
 The Initial Purchasers or the Issuers by notice to the other parties may designate additional or different addresses for subsequent notices or communications. 
  
 11. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto, including, without the need for an express assignment or any consent by the Issuers thereto, subsequent Holders of Securities and the Exchange Securities. The Issuers hereby
agree to extend the benefits of this Agreement to any Holder of Securities or the Exchange Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto. 
  
 12. Counterparts. This Agreement may be in signed counterparts, each
of which shall an original and all of which together shall constitute one and the same agreement. 
  
 13. Headings. The headings used herein are for convenience only and shall not affect the construction hereof. 
  
 14. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. 
  
 15. Severability. In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it
being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 
  
 16. Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or
Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 
  

 -17- 








 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:
	 	 Vice Chairman of the Board, Executive Vice President and Chief Financial Officer

	
	 Attest:

		
	 By:
	 	 /s/ Michael B. Burns


	 Name:
	 	 Michael B. Burns

	 Title:
	 	 Vice President and Treasurer

	
	 Crown Americas, LLC

		
	 By:
	 	 /s/ Michael B. Burns


	 Name:
	 	 Michael B. Burns

	 Title:
	 	 Vice President and Treasurer

	
	 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 International Holdings, Inc.
 CROWN Packaging Technology, Inc.
 Foreign Manufacturers Finance Corporation
 NWR, Inc.
 Crown Holdings (PA), LLC

		
	 By:
	 	 /s/ Michael B. Burns


	 Name:
	 	 Michael B. Burns

	 Title:
	 	 Vice President and Treasurer

	
	 CROWN Cork & Seal USA, Inc.
 CROWN Risdon USA, Inc.
 Crown Beverage Packaging, Inc.

		
	 By:
	 	 /s/ Michael B. Burns


	 Name:
	 	 Michael B. Burns

	 Title:
	 	 Vice President and 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: 
  
 Citigroup Global Markets Inc. 
 Lehman Brothers Inc. 
 Deutsche Bank Securities Inc. 
 Banc of America Securities LLC 
 BNP Paribas Securities Corp. 
 Calyon Securities (USA) Inc. 
 ABN AMRO Incorporated 
 Credit Suisse First Boston LLC 
 Scotia Capital (USA) Inc. 







 ANNEX A 
  
 Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning
of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will
make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” 







 ANNEX B 
  
 Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” 







 ANNEX C 
  
 Plan of Distribution 
  
 Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities
where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will
make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until
                    , 200    , all dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus. 
  
 The Issuers will not receive any
proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter
market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or
negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange
Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be
an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. 
  
 For a period of one year after the Expiration Date, the Issuers will promptly
send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer
(including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities,
including liabilities under the Act. 
  
 If applicable, add
information required by Regulation S-K Items 507 and/or 508. 







 ANNEX D 
  

	 ̈	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 

  

					
	 	 	Name: 	 	 
	 	 	Address: 	 	 
	 	 	 	 	 

  
 If the undersigned is not a
Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or
understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities
to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by
so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.