CROWN EUROPEAN HOLDINGS SA
10 1/4% SECOND PRIORITY SENIOR SECURED NOTE DUE 2011
No. R144A-1
CUSIP No. 16000P9C6
ISIN No. XS0163227415
Common Code No. 016322741
(euro)111,250,000
CROWN EUROPEAN HOLDINGS SA, a French societe anonyme, as
issuer (the "Company"), for value received, promises to pay to BANK ONE NOMINEES
LTD. or registered assigns the principal sum of ONE HUNDRED ELEVEN MILLION TWO
HUNDRED FIFTY THOUSAND EUROS on March 1, 2011.
Interest Payment Dates: March 1 and September 1, commencing September 1, 2003.
Record Dates: February 15 and August 15 (whether or not a Business Day).
Reference is made to the further provisions of this Euro Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITORY OR A NOMINEE OF
A COMMON DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE COMMON DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE COMMON DEPOSITORY TO A
NOMINEE OF THE COMMON DEPOSITORY OR BY A NOMINEE OF THE COMMON DEPOSITORY TO THE
COMMON DEPOSITORY OR ANOTHER NOMINEE OF THE COMMON DEPOSITORY) MAY BE REGISTERED
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF Bank
One, NA, LONDON BRANCH (THE "COMMON DEPOSITORY") TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF Bank One Nominees Ltd. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AND ANY
PAYMENT IS MADE TO Bank One Nominees Ltd. OR SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, BANK
ONE NOMINEES LTD., HAS AN INTEREST HEREIN.
THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER:
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, or (C) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN "IAI");
(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE ISSUER, (B) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OF REGULATION
S UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO
THE ISSUER, IF THE ISSUER SO REQUESTS THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER), OR (G)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION; AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.
ADDITIONALLY, EACH HOLDER AGREES THAT IT WILL NOT OFFER OR SELL THIS
NOTE, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE,
EXCEPT TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIES) AS DEFINED IN
AND IN ACCORDANCE WITH ARTICLES L.411-1 AND L.411-2 OF THE FRENCH CODE
MONETAIRE ET FINANCIER AND FRENCH DECREE NO. 98-880 DATED OCTOBER 1,
1998.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
INDENTURE GOVERNING THIS NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN GLOBAL PARTICIPATION
AND PROCEEDS SHARING AGREEMENT DATED AS OF FEBRUARY 26, 2003 AMONG CITICORP
NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, CITIBANK
INTERNATIONAL PLC, AS UK ADMINISTRATIVE AGENT, CITIBANK TRUSTEE COMPANY LIMITED,
AS EURO COLLATERAL AGENT, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, AS
TRUSTEE, CITICORP NORTH AMERICA, INC., AS SHARING AGENT, AND THE OTHER PERSONS
WHO MAY BECOME PARTIES THERETO FROM TIME TO TIME, AND EACH HOLDER OF THIS
INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE
PROVISIONS OF THE GLOBAL PARTICIPATION AND PROCEEDS SHARING AGREEMENT.
IN WITNESS WHEREOF, the Company has caused this Euro Note to
be signed manually or by facsimile by two of its duly authorized officers.
CROWN EUROPEAN HOLDINGS SA
By: /s/ Alan W. Rutherford
--------------------------
Name: Alan W. Rutherford
Title: Administrateur
By: /s/ John W. Conway
--------------------------
Name: John W. Conway
Title: Administrateur
Certificate of Authentication
This is one of the 10 1/4% Second Priority Senior Secured
Notes due 2011 referred to in the within-mentioned Indenture.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee
By:
---------------------------
Authorized Signatory
Dated: February 26, 2003
[REVERSE OF NOTE]
CROWN EUROPEAN HOLDINGS SA
10 1/4% SECOND PRIORITY SENIOR SECURED NOTES DUE 2011
1. Interest. CROWN EUROPEAN HOLDINGS SA, a French societe
anonyme, as issuer (the "Company"), promises to pay interest on the principal
amount set forth on the face hereof at a rate of 10.25% per annum. Interest
hereon will accrue from and including the most recent date to which interest has
been paid or, if no interest has been paid, from and including February 26, 2003
to but excluding the date on which interest is paid. Interest shall be payable
in arrears on each March 1 and September 1, commencing February 26, 2003.
Interest will be computed on the basis of a 360-day year of twelve 30-day months
and actual days elapsed. The Company shall pay interest on overdue principal and
on overdue interest (to the full extent permitted by law) at the rate borne by
the Euro Notes.
2. Method of Payment. The Company will pay interest hereon
(except defaulted interest) to the Persons who are registered Holders at the
close of business on February 15 or August 15 next preceding the interest
payment date (whether or not a Business Day). Holders must surrender Euro Notes
to a Paying Agent to collect principal payments. The Company will pay principal
and interest in Euros. Interest may be paid by check mailed to the Holder
entitled thereto at the address indicated on the register maintained by the
Registrar for the Euro Notes.
3. Paying Agent and Registrar. Initially, Bank One, NA, London
Branch (the "Euro Paying Agent") will act as a Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice. The Company or
any Affiliate thereof may act as Paying Agent or Registrar.
4. Indenture. The Company issued the Euro Notes under an
Indenture dated as of February 26, 2003 (the "Indenture") among the Company, the
Guarantors and the Trustee. This is one of an issue of Euro Notes of the Company
issued, or to be issued, under the Indenture. The terms of the Euro Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code ss.ss. 77aaa-77bbbb),
as amended from time to time. The Euro Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of them.
Capitalized and certain other terms used herein and not otherwise defined have
the meanings set forth in the Indenture.
5. Optional Redemption.
(a) On and after March 1, 2007, the Company may redeem the
Euro Notes, at its option, in whole at any time or in part from time to time, at
the following redemption prices, expressed as percentages of the principal
amount thereof, plus accrued and unpaid interest, if any, to the Redemption
Date, if redeemed during the twelve-month period commencing on March 1 of any
year set forth below:
Year Percentage
---- -----------
2007...................................... 105.125%
2008...................................... 102.563%
2009 and thereafter....................... 100.000%
(b) In addition, on or prior to March 1, 2007, the Company may
redeem the Euro Notes, at its option, in whole at any time or in part from time
to time, at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the Make-Whole Redemption Date,
plus the applicable Make-Whole Premium (a "Make-Whole Redemption").
(c) Notwithstanding the foregoing, on or prior to March 1,
2006, the Company, on one or more occasions, may, at its option, redeem up to
35% in aggregate principal amount of the Euro Notes (including Additional Euro
Notes) originally issued under the Indenture at a redemption price equal to
110.250% of their principal amount, plus accrued and unpaid interest, if any, to
the Redemption Date, in each case with the net cash proceeds of one or more
Equity Offerings by Parent to the extent that the net cash proceeds thereof are
contributed to the common equity capital of the Company or are used to subscribe
from the Company shares of Qualified Capital Stock of the Company; provided that
(1) at least 65% in aggregate principal amount of the Euro Notes (including
Additional Euro Notes) originally issued under the Indenture remain outstanding
immediately after the occurrence of each such redemption and (2) such redemption
occurs within 90 days of the date of the closing of any such Equity Offering.
6. Redemption for Changes in Withholding Tax. The Company may,
at its option, redeem all, but not less than all, of the Notes then outstanding
at a redemption price equal to 100% of the principal amount of the Notes, plus
accrued and unpaid interest thereon to the Redemption Date. This redemption
applies only if as a result of any amendment to, or change in, the laws or
treaties (including any rulings or regulations promulgated thereunder) of France
or any other jurisdiction in which the Company or any Guarantor is organized or
is a resident for tax purposes or within or through which payment is made or any
political subdivision or taxing authority or agency thereof or therein (or, in
the case of Additional Amounts payable by a successor Person to the Company or a
Guarantor, of the jurisdiction in which such successor Person is organized or is
a resident for tax purposes or any political subdivision or taxing authority or
agency thereof or therein) or any amendment to or change in any official
position concerning the interpretation, administration or application of such
laws, treaties, rulings or regulations (including a holding by a court of
competent jurisdiction), which amendment or change is effective on or after the
Issue Date (or, in the case of Additional Amounts payable by a successor Person
to the Company or a Guarantor, the date on which such successor Person became
such pursuant to applicable provisions of this Indenture), the Company or a
Guarantor has become or will become obligated to pay material Additional Amounts
(pursuant to Section 4.16 of the Indenture) on the next date on which any amount
would be payable with respect to the Notes and the Company or such Guarantor
determines in good faith that such obligation cannot be avoided (including,
without limitation, by changing the jurisdiction from which or through which
payment is made) by the use of reasonable measures available to the Company or
such Guarantor.
No such notice of redemption may be given earlier than 90 days
prior to the earliest date on which the Company or a Guarantor would be
obligated to pay such Additional Amounts were a payment in respect of the Notes
then due or later than 180 days after such amendment or change referred to in
the preceding paragraph. At the time such notice of redemption is given, such
obligation to pay such Additional Amounts must remain in effect. Immediately
prior to the mailing of any notice of redemption described above, the Company
shall deliver to the Trustee (i) an Officers' Certificate stating that the
Company is entitled to elect to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the
Company so to elect to redeem have occurred and (ii) an Opinion of Counsel
qualified under the laws of the relevant jurisdiction to the effect that the
Company or the applicable Guarantor or such successor Person, as the case may
be, has or will become obligated to pay such Additional Amounts as a result of
such amendment or change.
7. Notice of Redemption. Notices of redemption shall be mailed
by first class mail at least 30 but not more than 60 days before the Redemption
Date to each Holder of Notes to be redeemed at its registered address. Notices
of redemption may not be conditional. If any Note is to be redeemed in part
only, the notice of redemption that relates to such Note shall state the portion
of the principal amount thereof to be redeemed.
8. Offers To Purchase. The Indenture provides that upon the
occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.
9. Registration Rights Agreement. The Holder of this Note is
entitled to the benefits of the Registration Rights Agreement. Capitalized terms
used in this paragraph 9 and not otherwise defined have the meanings set forth
in the Registration Rights Agreement.
In the event that (i) within 90 days after the Issue Date,
neither the Exchange Offer Registration Statement nor the Shelf Registration
Statement has been filed with the Commission, (ii) within 210 days after the
Issue Date, the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, has not been declared effective, (iii) within 240 days
after the Issue Date, the Exchange Offer has not been consummated or (iv) after
either the Exchange Offer Registration Statement or the Shelf Registration
Statement has been declared effective, such Registration Statement thereafter
ceases to be effective or usable (subject, in the case of the Shelf Registration
Statement, to the exceptions set forth in the Registration Rights Agreement) in
connection with resales of the Initial Placement or Exchange Securities in
accordance with and during the periods specified in Sections 2(c)(iii) and
3(b)(ii) of the Registration Rights Agreement (each such event referred to in
clauses (i) through (iv), a "Registration Default"), then liquidated damages
("Liquidated Damages") will accrue on this Note
from and including the date on which any such Registration Default shall occur
to but excluding the date on which all Registration Defaults have been cured.
Liquidated Damages will accrue at a rate equal to 0.50% per annum of the
aggregate principal amount of the Notes during the 90-day period immediately
following the occurrence of any Registration Default and shall increase by 0.25%
per annum for each subsequent 90-day period during which such Registration
Default continues, but in no event shall such Liquidated Damages exceed 1.50%
per annum.
10. Denominations, Transfer, Exchange. The Euro Notes are in
registered form without coupons in denominations of (euro)1,000 and integral
multiples of (euro)1,000. A Holder may transfer or exchange Euro Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay to
it any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Euro Notes or
portion of a Euro Note selected for redemption, or register the transfer of or
exchange any Euro Notes for a period of 15 days before a mailing of notice of
redemption.
11. Persons Deemed Owners. The registered Holder of this Euro
Note may be treated as the owner of this Note for all purposes.
12. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee will pay the money back to
the Company at its written request. After that, Holders entitled to the money
must look to the Company for payment as general creditors unless an "abandoned
property" law designates another Person.
13. Amendment, Supplement, Waiver, Etc. The Company and the
Trustee may, without the consent of the Holders of any outstanding Notes, amend,
waive or supplement the Indenture or the Notes for certain specified purposes,
including, among other things, curing ambiguities, defects or inconsistencies,
maintaining the qualification of the Indenture under the TIA providing for the
assumption by a successor to the Company of its obligations to the Holders and
making any change that does not adversely affect the rights of any Holder in any
material respect. Other amendments and modifications of the Indenture or the
Notes may be made by the Company and the Trustee with the consent of the Holders
of not less than a majority of the aggregate principal amount of the outstanding
Notes, subject to certain exceptions requiring the consent of the Holders of 66
2/3% in aggregate principal amount of the outstanding Notes or the consent of
the Holders of the particular Notes to be affected.
14. Restrictive Covenants. The Indenture imposes certain
limitations on the ability of Parent and its Restricted Subsidiaries to, among
other things, incur additional Indebtedness, pay dividends on, redeem or
repurchase its Equity Interests, make certain investments, sell assets, create
restrictions on the payment of dividends or other amounts to the Company from
its Restricted Subsidiaries, enter into transactions with Affiliates, create
Liens, enter into Sale and Leaseback Transactions or consolidate, merge or sell
all or substantially all of the assets of Parent and its Restricted Subsidiaries
and requires the Company to provide reports to Holders of the Notes. Such
limitations are subject to a number of important qualifications and exceptions.
Pursuant to Section 4.06 of the Indenture, the Company must annually report to
the Trustee on compliance with such limitations.
15. Successor Corporation. When a successor corporation
assumes all the obligations of its predecessor under the Notes and the Indenture
and the transaction complies with the terms of Article Five of the Indenture,
the predecessor corporation will, except as provided in Article Five, be
released from those obligations.
16. Defaults and Remedies. Events of Default are set forth in
the Indenture. If an Event of Default occurs and is continuing under this
Indenture, either the Trustee, by notice in writing to the Company, or the
Holders of at least (y) 25% in aggregate principal amount of the Notes then
outstanding in the case of any Event of Default arising under any of clauses (1)
through (9) of Section 6.01 and (z) a majority in principal amount of the Notes
then outstanding in the case of any Event of Default arising under clause (10)
of Section 6.01 may, in each case, by notice in writing to the Company and the
Trustee specifying the respective Event of Default and that it is a "notice of
acceleration", and the Trustee at the request of such Holders shall, declare the
principal of and premium, if any, and accrued interest, if any, on the Notes to
be immediately due and payable, and upon such declaration of acceleration, such
principal, premium, if any, and accrued interest, if any, shall be immediately
due and payable; provided, however, that, notwithstanding the foregoing, if an
Event of Default specified in Section 6.01(7) occurs with respect to Parent or
the Company, the principal of and premium, if any, and accrued interest, if any,
on the Notes then outstanding shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.
Notwithstanding the foregoing, if after such acceleration but
before a judgment or decree based on such acceleration is obtained by the
Trustee, the Holders of a majority in aggregate principal amount of outstanding
Notes may rescind and annul such acceleration if:
(1) all Events of Default, other than nonpayment of principal,
premium, if any, or interest that has become due solely because of the
acceleration, have been cured or waived;
(2) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of
acceleration, has been paid;
(3) the Company has paid the Trustee its reasonable
compensation and reimbursed the Trustee for its expenses, disbursements
and advances; and
(4) in the event of the cure or waiver of an Event of Default
of the type described in Section 6.01(7), the Trustee shall have
received an Officers' Certificate and an Opinion of Counsel that such
Event of Default has been cured or waived.
No such rescission shall affect any subsequent Default or impair any right
consequent thereto.
Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Notes. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal of or
interest on the Notes) if it determines that withholding notice is in their best
interests.
17. Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.
18. No Recourse Against Others. No director, officer,
employee, incorporator, member of the Board of Directors or holder of Capital
Stock of Parent or of any Restricted Subsidiary, as such, shall have any
liability for any obligations of the Company or the Guarantors under the Notes,
this Indenture, the Note Guarantees, the Security Documents or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability.
19. Discharge. The Company's obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of all
the Notes or upon the irrevocable deposit with the Trustee of (i) in respect of
the Dollar Notes, cash in U.S. Dollars, U.S. Government Obligations or a
combination thereof or (ii) in respect of the Euro Notes, cash in Euros, EU
Government Obligations or a combination thereof, in such amounts as will be
sufficient to pay when due principal of and interest on the Notes to maturity or
redemption, as the case may be.
20. Guarantees. From and after the Issue Date, the Notes will
be entitled to the benefits of certain Note Guarantees made for the benefit of
the Holders. Reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, the Trustee and the Holders.
21. Authentication. This Note shall not be valid until the
Trustee signs the certificate of authentication on the other side of this Note.
22. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
23. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:
Crown European Holdings SA
Le Colisee I
Rue Fructidor
75830 Paris Cedex 17
France
Attn: William R. Apted
Telephone: 33 1 4918 4000
Facsimile: 33 1 4918 4001
ASSIGNMENT
I or we assign and transfer this Note to:
- --------------------------------------------------------------------------------
(Insert assignee's social security or tax I.D. number)
- --------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)
and irrevocably appoint
---------------------------------------------------------
Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.
Date: Your Signature:
--------------------------- ---------------------------
(Sign exactly as your name
appears on the other side of this
Note)
Signature Guarantee:______________________________
SIGNATURE GUARANTEE
Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.08 or Section 4.12 of the
Indenture, check the appropriate box:
[] Section 4.08 [] Section 4.12
If you want to have only part of the Note purchased by the
Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the
amount you elect to have purchased:
(euro)
---------------------------
(multiple of(euro)1,000)
Date:
---------------------------
Your Signature: ___________________________________
(Sign exactly as your name appears
on the face of this Note)
---------------------------
Signature Guaranteed
SIGNATURE GUARANTEE
Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.
GUARANTEES
Each of the undersigned (the "Guarantors") hereby jointly and
severally unconditionally guarantees, to the extent set forth in the Indenture
dated as of February 26, 2003 by and among Crown European Holdings SA, a French
societe anonyme, as issuer (the "Company"), the Guarantors and Wells Fargo Bank
Minnesota, National Association, as Trustee (as amended, restated or
supplemented from time to time, the "Indenture"), and subject to the Indenture,
(a) the due and punctual payment of the principal of, and premium, if any, and
interest on the Notes, when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, the due and punctual payment
of interest on overdue principal of, and premium and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Company to the Noteholders or the Trustee, all in accordance with the terms
set forth in Article Ten of the Indenture, and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise.
The obligations of the Guarantors to the Noteholders and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set forth
in Article Ten of the Indenture, and reference is hereby made to the Indenture
for the precise terms and limitations of this Guarantee. Each Holder of the Note
to which this Guarantee is endorsed, by accepting such Note, agrees to and shall
be bound by such provisions.
[Signatures on Following Pages]
IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be
signed by a duly authorized officer.
CROWN CORK & SEAL COMPANY, INC.
By: /s/ Alan W. Rutherford
--------------------------------------------
Name: Alan W. Rutherford
Title: Executive Vice President and
Chief Financial Officer
Attest:
By: /s/ Rosemary M. Haselroth
--------------------------------------------
Name: Rosemary M. Haselroth
Title: Assistant Secretary
CROWN CONSULTANTS, INC.
CROWN CORK & SEAL TECHNOLOGIES
CORPORATION
CROWN BEVERAGE PACKAGING, INC.
CROWN CORK DE PUERTO RICO, INC.
FOREIGN MANUFACTURERS FINANCE
CORPORATION
NATIONWIDE RECYCLERS' INC.
RISDON-AMS (USA), INC.
CENTRAL STATES CAN CO. OF PUERTO
RICO, INC.
EYELET, INC.
EYELET SPECIALTY CO., INC.
CROWN FINANCIAL MANAGEMENT, INC.
HOCKING VALLEY LEASING COMPANY
ZELLER PLASTIK, INC.
CROWN OVERSEAS INVESTMENTS
CORPORATION
By: /s/ Michael B. Burns
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Name: Michael B. Burns
Title: Vice President and Treasurer
CROWN CORK & SEAL AMERICAS, INC.
By: /s/ Michael B. Burns
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Name: Michael B. Burns
Title: Vice President and Treasurer
CROWN CORK & SEAL COMPANY (USA),
INC.
By: /s/ Patrick D. Szmyt
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Name: Patrick D. Szmyt
Title: Senior Vice President, CFO and
Treasurer
CROWN CORK & SEAL COMPANY (PA),
INC.
By: /s/ Alan W. Rutherford
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Name: Alan W. Rutherford
Title: President
CROWN FINANCIAL CORPORATION
By: /s/ Patrick D. Szmyt
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Name: Patrick D. Szmyt
Title: Senior Vice President, CFO and
Treasurer
CROWN NEW DELAWARE HOLDINGS,
INC.
By: /s/ Michael B. Burns
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Name: Michael B. Burns
Title: Vice President and Treasurer
CCK INVESTMENTS LLC
By: /s/ Michael B. Burns
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Name: Michael B. Burns
Title: Vice President and Treasurer
CCK UK INVESTMENTS LLC
By: /s/ Michael B. Burns
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Name: Michael B. Burns
Title: Vice President and Treasurer
CCK DEUTSCHLAND INVESTMENTS LLC
By: /s/ Michael B. Burns
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Name: Michael B. Burns
Title: Vice President and Treasurer
CROWN CANADA INVESTMENTS LLC
By: /s/ Michael B. Burns
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Name: Michael B. Burns
Title: Vice President and Treasurer
CCK MEXICAN INVESTMENTS LLC
By: /s/ Michael B. Burns
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Name: Michael B. Burns
Title: Vice President and Treasurer
CROWN INTERNATIONAL HOLDINGS,
INC.
By: /s/ Michael B. Burns
--------------------------------------------
Name: Michael B. Burns
Title: Vice President and Treasurer
CROWN HOLDINGS, INC.
By: /s/ Alan W. Rutherford
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Name: Alan W. Rutherford
Title: Executive Vice President and
Chief Financial Officer
CROWN HOLDINGS (PA), LLC
(formerly Crown Holdings, LLC)
By: /s/ Michael B. Burns
--------------------------------------------
Name: Michael B. Burns
Title: Vice President and Treasurer
CROWN Cork & Seal Company (DE),
LLC
(formerly Crown Cork & Seal Company, LLC)
By: /s/ Michael B. Burns
--------------------------------------------
Name: Michael B. Burns
Title: Vice President and Treasurer
CROWN CORK COMPANY BELGIUM NV
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CROWN CORK & SEAL CANADA INC.
By: /s/ Adrian Cobbold
--------------------------------------------
Name: Adrian Cobbold
Title: Secretary
889273 ONTARIO INC.
By: /s/ Adrian Cobbold
--------------------------------------------
Name: Adrian Cobbold
Title: Secretary
RISDON-AMS (CANADA), INC.
By: /s/ Adrian Cobbold
--------------------------------------------
Name: Adrian Cobbold
Title: Secretary
ZELLER PLASTIK CANADA, INC.
By: /s/ Adrian Cobbold
--------------------------------------------
Name: Adrian Cobbold
Title: Secretary
Z.P. FRANCE
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
Societe de Participations
CarnaudMetalbox
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
ASTRA PLASTIQUE S.A.S.
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
POLYFLEX S.A.
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
LA FRANCAISE DE DEVELOPMENT DE
LA BOITE BOISSONS (SOFREB)
By: /s/ John Davidson
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Name: John Davidson
Title: Attorney
CROWN CORK COMPANY FRANCE SA
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CARNAUDMETALBOX DEUTSCHLAND
GMBH
By: /s/ Thilo Winkler
--------------------------------------------
Name: Thilo Winkler
Title: Attorney
CROWN BENDER GMBH
By: /s/ Thilo Winkler
--------------------------------------------
Name: Thilo Winkler
Title: Attorney
ZUCHNER VERPACKUNGEN
By: /s/ Thilo Winkler
--------------------------------------------
Name: Thilo Winkler
Title: Attorney
ZUCHNER VERSCHLUSSE GMBH
By: /s/ Thilo Winkler
--------------------------------------------
Name: Thilo Winkler
Title: Attorney
ZUCHNER & GRUSS
METALLVERPACKUNGEN
By: /s/ Thilo Winkler
--------------------------------------------
Name: Thilo Winkler
Title: Attorney
CARNAUDMETALBOX
NAHRUNGSMIT TELDOSEN
By: /s/ Thilo Winkler
--------------------------------------------
Name: Thilo Winkler
Title: Attorney
ZELLER PLASTIK GMBH
By: /s/ Thilo Winkler
--------------------------------------------
Name: Thilo Winkler
Title: Attorney
RAKU RASTATT GMBH
By: /s/ Thilo Winkler
--------------------------------------------
Name: Thilo Winkler
Title: Attorney
ZELLER ENGINEERING GMBH
By: /s/ Thilo Winkler
--------------------------------------------
Name: Thilo Winkler
Title: Attorney
CROWN CORK & SEAL DEUTSCHLAND
HOLDINGS GmbH
(formerly Wehrstedt GmbH)
By: /s/ Thilo Winkler
--------------------------------------------
Name: Thilo Winkler
Title: Attorney
ENVASES GENERALES CROWN S.A. DE
C.V.
By: /s/ William S. Filotas
--------------------------------------------
Name: William S. Filotas
Title: Legal Representative
ZELLER PLASTIK DE MEXICO S.A. DE C.V.
By: /s/ Gerardo Orta G.
--------------------------------------------
Name: Gerardo Orta G.
Title: Legal Representative
CROWN CORK AG SWITZERLAND
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CROWN OBRIST AG (SWITZERLAND)
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
BMW VOGEL (SWITZERLAND)
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CROWN UK HOLDINGS LIMITED
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CROWN CORK COMPANY LIMITED
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CARNAUDMETALBOX OVERSEAS
LIMITED
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CROWN CORK & SEAL FINANCE PLC
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CARNAUDMETALBOX PLC
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
UNITED CLOSURES AND PLASTICS PLC
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CARNAUDMETALBOX ENGINEERING PLC
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
MASSMOULD HOLDINGS LIMITED
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
SPECIALTY PACKAGING (UK) PLC
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CARNAUDMETALBOX GROUP UK
LIMITED
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney
CROWN DEVELOPPEMENT S.N.C.
By: /s/ John Davidson
--------------------------------------------
Name: John Davidson
Title: Attorney