ex4udec2014

INCREMENTAL AMENDMENT NO. 1, dated as of October 16, 2014 (this “Incremental Amendment No. 1”), among CROWN AMERICAS LLC, a Pennsylvania limited liability company, (“U.S. Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Term A Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Agent”), and the undersigned Additional Term A Lenders (as defined below), to that certain Credit Agreement, dated as of December 19, 2013, as amended by that certain First Amendment to Credit Agreement, dated as of September 17, 2014 (as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Credit Agreement.

may establish an Additional Facility (the “Additional Term A Facility”); and the lenders thereunder, the “Additional Term A Lenders”) to provide Additional Term A Loans by, among other things, entering into one or more amendments pursuant to the terms and conditions of the Credit Agreement with each Additional Term A Lender agreeing to provide such Additional Term A Loans;

WHEREAS, the Borrower has requested the borrowing of $75,000,000 of Additional Term A Loans (the “Increase”), together with the proceeds from an Additional Term B Facility, cash on hand and/or borrowings under the revolving facility under the Credit Agreement, solely to (i) pay the consideration for the Heineken Acquisition, (ii) refinance all of the existing indebtedness for borrowed money (the “Heineken Refinancing”) of the business acquired pursuant to the Heineken Acquisition Agreement (the “Acquired Business”) and (iii) pay costs and expenses related to the foregoing and the Additional Term A Loans (collectively, the “Heineken Transactions”); and

Section 1.Incremental Amendment No. 1. Subject to the terms and conditions set forth herein, each Additional Term A Lender agrees (i) that it shall be considered a Lender for all purposes under the Loan Documents and agrees to be bound by the terms thereof and (ii) to make Additional Term A Loans to the U.S. Borrower in an aggregate amount not to exceed the amount set forth opposite such Additional Term A Lender’s name in Schedule I. The Additional Term A Loans will be an increase in the Term A Loans outstanding prior to the date hereof (the “Existing Term A Loans”). The terms and provisions (including, without limitation, as to interest, maturity, premiums and repayments) of the Additional Term A Loans shall be identical to the Existing Term A Loans and will constitute Term A Loans for all purposes under the Credit Agreement (including,

without limitation, for purposes of the definition of “Scheduled Term Loan A Repayments” and the Additional Term A Loans shall be deemed to have been incurred as of the Closing Date for purposes of such definition). The aggregate amount of the Additional Term A Loans made under this Incremental Amendment No. 1 shall be $75,000,000. The Borrower shall use the proceeds of the Additional Term A Loans as set forth in the recitals to this Incremental Amendment No. 1.

(a) (i) Each Credit Party has the right and power and is duly authorized to execute this Incremental Amendment No. 1 and to perform and observe the provisions of this Incremental Amendment No. 1, (ii) this Incremental Amendment No. 1 has been duly executed and delivered by each Credit Party and is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity, and (iii) the execution, delivery and performance by each Credit Party of this Incremental Amendment No. 1, does not and will not (A) contravene the terms of any of such Credit Party’s Organic Documents; (B) conflict with or result in any breach or contravention of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than Liens permitted under Section 8.2 of the Credit Agreement) pursuant to, (1) any Contractual Obligation to which such Credit Party is a party or affecting such Credit Party or the properties of such Credit Party or any of its Subsidiaries or (2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the such Credit Party or its property is subject; or (C) violate any Law, except in each case referred to in clause (B)(1), (B)(2) or (C), to the extent that such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(b)Except to the extent the failure to obtain or make the same would not reasonably be expected to have a Material Adverse Effect, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (x) those that have otherwise been obtained or made on or prior to the Incremental Term A Loan Amendment Effective Date and which remain in full force and effect on the Incremental Term A Loan Amendment Effective Date and (y) filings which are necessary to perfect the security interests created under the Security Documents), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Credit Party to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party in connection with, the execution, delivery and performance of this Incremental Amendment No. 1.

(a)This Incremental Amendment No. 1 shall become effective on the date (such date, if any, the “Execution Date”) that the following conditions have been satisfied; provided that this Incremental Amendment No. 1 shall not become operative and the Additional Term A Lenders shall not be required to make Additional Term A Loans pursuant to this Incremental Amendment No. 1 until each of the conditions set forth in clause (b) below have been satisfied in accordance with their terms:

(i)Execution. The Agent shall have received executed signature pages hereto from each Additional Term A Lender, the U.S. Borrower and each Credit Party. Each Lender that submits an executed counterpart hereto acknowledges and agrees that in the absence of a change to the terms and conditions of this Amendment, in each case that is (x) materially adverse to the Lenders and (y) made after the submission of executed counterpart, such submission is irrevocable.

(b)This Incremental Amendment No. 1 shall become operative on, and the obligation of the Additional Term A Lenders to make Additional Term A Loans shall be subject to, the date (such date, if any, the “Incremental Term A Loan Amendment Effective Date”) on which each of the following conditions have been satisfied (provided that if such conditions are not satisfied on or prior to the earlier of (x) August 31, 2015, (y) the consummation of the Heineken Acquisition without the use of the Additional Term A Loans and (z) the time at which the Heineken Acquisition Agreement is terminated in accordance with its terms, this Incremental Amendment No. 1 shall terminate and no longer be in effect):

(1)a certificate of the secretary or assistant secretary (or, if no secretary or assistant secretary exists, a Responsible Officer or, if customary in the applicable jurisdiction, any director) of each Credit Party substantially in the form of Exhibit 5.1(e)(ii) to the Credit Agreement with appropriate insertions, as to the incumbency and signature of the officers of each such Credit Party executing any Loan Document (in customary form and substance) and any certificate or other document or instrument to be delivered pursuant hereto or thereto by or on behalf of such Credit Party, together with evidence of the incumbency of such secretary or assistant secretary (or, if no secretary or assistant secretary exists, such Responsible Officer or director, as applicable), and certifying as true and correct, attached copies of the Certificate of Incorporation, Certificate of Amalgamation or other equivalent document (certified as of recent date by the Secretary of State or other comparable authority where customary in such jurisdiction) and By-Laws (or other Organic Documents of such Credit Party) and the resolutions of such Credit Party and, to the extent required, of the equity holders of such Credit Party, referred to in such certificate and all of the foregoing (including each such Certificate of Incorporation, Certificate of Amalgamation or other equivalent document and By-Laws (or other Organic Documents));

(2)A customary good standing certificate or certificate of status or comparable certificate of each Credit Party and the Acquired Business from the Secretary of State (or other governmental authority) of its state, territory or province of organization or such equivalent document issued by any foreign Governmental Authority if applicable in such foreign jurisdiction;

(4)A pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Crown Holdings as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Incremental Term A Loan Amendment Effective Date (or 90 days in case such four-fiscal quarter period is the end of the Crown Holdings’s fiscal year), prepared after giving effect to the Heineken Transactions as if the Heineken Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income);

(5)(a) audited consolidated balance sheets of the Crown Holdings and related statements of income, changes in equity and cash flows of the Crown Holdings for the three most recent fiscal years ended at least 90 days prior to the Incremental Term A Loan Amendment Effective Date, (b) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Crown Holdings for each subsequent fiscal quarter (other than the fourth fiscal quarter of the U.S. Borrower’s fiscal year) after the date of the most recent financial statements delivered pursuant to clause (a) above and ended at least 45 days before the Incremental Term A Loan Amendment Effective Date and (c) financial statements of the Acquired Business for the periods, and in form and substance, required to be delivered pursuant to the Heineken Acquisition Agreement (as in effect on the date hereof); provided that filing of the required financial statements on form 10-K and form 10-Q by the Crown Holdings will satisfy the foregoing requirements with respect to the Crown Holdings and its subsidiaries (other than Acquired Business);

(ii)Representations and Warranties. (1) The Specified Representations shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct) on and as of the Incremental Term A Loan Amendment Effective Date. (2) The representations and warranties made by Heineken Sellers and their Subsidiaries in the Heineken Acquisition Agreement that are material to the interests of the Lenders shall be true and correct, but only to the extent that Crown Holdings has the right to terminate its obligations under the Heineken Acquisition Agreement, or decline to consummate such acquisition, as a result of a breach of such representations and warranties.

(v)Fees and Expenses Paid. All fees required to be paid on the Incremental Term A Loan Amendment Effective Date pursuant to the Fee Letter, dated as of August 31, 2014, among Crown Holdings, the U.S. Borrower, the European Borrower and Citigroup Global Markets Inc., and reasonable out-of-pocket expenses required to be paid on the Incremental Term A Loan Amendment Effective Date pursuant to the Commitment Letter, dated as of August 31, 2014, among Crown Holdings, the U.S. Borrower, the European Borrower and Citigroup Global Markets Inc., to the extent invoiced at least three (3) Business Days prior to the Incremental Term A Loan Amendment Effective Date (except as otherwise reasonably agreed by the U.S. Borrower), shall, upon the borrowing under the Additional Term A Facility, have been paid (which amounts may be offset against the proceeds of the Additional Term A Facility).

(vii)Heineken Acquisition. The Heineken Acquisition shall have been consummated, or substantially simultaneously with the borrowing under the Additional Term A Facility, shall be consummated, in all material respects in accordance with the terms of the Heineken Acquisition Agreement without giving effect to any amendments, consents or waivers by Crown Holdings, the U.S. Borrower or European Borrower thereto that are material and adverse to the Additional Term A Lenders or the Lead Arrangers (as reasonably determined by the Lead Arrangers) without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any increase or reduction in the purchase price in connection with the Heineken Acquisition Agreement shall not be deemed materially adverse to the interests of the Additional Term A Lenders.

(x)USA Patriot Act. Each of the Additional Term A Lenders shall have received, at least five (5) days prior to the Incremental Term A Loan Amendment Effective Date (to the extent reasonably requested on a timely basis at least ten (10) days prior to the Incremental Term A Loan Amendment Effective Date), all documentation and other information required by the applicable Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

(a) Subject to Section 7.14 of the Credit Agreement and within sixty (60) days after the Incremental Term A Loan Amendment Effective Date, execute and deliver all documents and instruments (in proper form for filing, if applicable) required to create and perfect the Agent’s security interest in the Collateral to be granted by the Acquired Business and its subsidiaries; and

Section 6.Expenses. Borrower agrees to reimburse the Agent for its and the Lead Arrangers’ (as defined below) reasonable out-of-pocket expenses incurred by them in connection with this Incremental Amendment No. 1, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Agent.

Section 7.Counterparts. This Incremental Amendment No. 1 may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Incremental Amendment No. 1 by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

Section 8.Applicable Law. The validity, interpretation and enforcement of this Incremental Amendment No. 1 and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

Section 10.Effect of Incremental Amendment No. 1. Except as expressly set forth herein, this Incremental Amendment No. 1 shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Financing Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. As of the Incremental Term A Loan Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Incremental Amendment No. 1 and the Credit Agreement shall be read together and construed as a single instrument. This Incremental Amendment No. 1 shall constitute a Loan Document.

Section 11.Acknowledgement and Affirmation. Each of the Borrowers, and each Guarantor hereby (i) expressly acknowledges the terms of the Credit Agreement as amended hereby, (ii) ratifies and affirms after giving effect to this Incremental Amendment No. 1 its obligations under the Loan Documents (including guarantees and security agreements) executed by such Borrower and/or such Guarantor and (iii) after giving effect to this Incremental Amendment No. 1, acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect.

Section 12.Roles. It is agreed that each of Citigroup Global Markets Inc., Compass Bank, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC will act as joint lead arrangers and joint bookrunners for the Additional Term A Loans (collectively, the “Lead Arrangers”).

Section 13.Loss of FATCA Grandfathering. For purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the Execution Date, the U.S. Borrower and the Agent agree to treat (and the Lenders hereby authorize the Agent to treat) the Existing Term A Loans and the Additional Term A Loans as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulations Section 1.1471-2(b)(2)(i).



	CROWN AMERICAS LLC

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


	CROWN EUROPEAN HOLDINGS S.A.

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Director Général Délégué


	CROWN HOLDINGS, INC.

	By: /s/ Thomas A. Kelly
	Name: Thomas A. Kelly
	Title: Senior Vice President & CFO


	CROWN INTERNATIONAL HOLDINGS, INC.

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


	CROWN CORK & SEAL COMPANY, INC.

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



	CROWN BEVERAGE PACKAGING LLC.
	CROWN CONSULTANTS, INC.
	CROWN CORK & SEAL COMPANY (DE), LLC
	CROWN CORK & SEAL USA, INC.
	CROWN PACKAGING TECHNOLOGY, INC.
	CROWN BEVERAGE PACKAGING PUERTO RICO, INC.
	CROWN FINANCIAL CORPORATION
	FOREIGN MANUFACTURERS FINANCE CORPORATION
	NWR, INC.
	CR USA, INC.
	CROWN AMERICAS CAPITAL CORP.
	CROWN AMERICAS CAPITAL CORP. II
	CROWN AMERICAS CAPITAL CORP. III
	CROWN AMERICAS CAPITAL CORP. IV

	By: /s/ Michael B. Burns
	Name: Michael B. Burns
	Title: Authorized Signor


	MIVISA (USA), INC.

	By: /s/ Tomas Lopez
	Name: Tomas Lopez
	Title: Chairman



	CROWN AMERICAS LLC
	889273 ONTARIO INC.
	CROWN CANADIAN HOLDINGS ULC
	CROWN METAL PACKAGING CANADA INC.
	3079939 NOVA SCOTIA COMPANY/3079939
	COMPAGNIE DE LA NOUVELLE ECOSSE

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


	CARNAUDMETALBOX OVERSEAS LTD.

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Director


	CROWN PACKAGING UK PLC

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Director


	CROWN AEROSOLS UK LTD.

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Director


	CROWN CORK & SEAL FINANCE LIMITED

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Director



	CARNAUDMETALBOX ENGINEERING LIMITED

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Director


	CROWN SPECIALITY PACKAGING UK LIMITED

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Director


	CARNAUDMETALBOX GROUP UK LTD.

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Director


	CROWN UK HOLDINGS LIMITED

	By: /s/ John Beardsley
	Name: John Beardsley
	Title: Director


	CROWN VERSCHLÜSSE DEUTSCHLAND GMBH

	By: /s/ John Beardsley
	Name: John Beardsley
	Title: Director


	CROWN NAHRUNGSMITTELDOSEN
	DEUTSCHLAND GMBH

	By: /s/ Didier Sourisseau and John Beardsley
	Name: Didier Sourisseau and John Beardsley
	Title: Managing Directors



	CROWN NAHRUNGSMITTELDOSEN GMBH

	By: /s/ Didier Sourisseau and John Beardsley
	Name: Didier Sourisseau and John Beardsley
	Title: Managing Directors


	CROWN SPECIALITY PACKAGING DEUTSCHLAND GMBH

	By: /s/ Didier Sourisseau and John Beardsley
	Name: Didier Sourisseau and John Beardsley
	Title: Managing Directors


	CROWN CORK & SEAL DEUTSCHLAND HOLDINGS GMBH

	By: /s/ John Beardsley and Rolf Willke
	Name: John Beardsley and Rolf Willke
	Title: Managing Directors


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

	By: /s/ Raymond L. McGowan, Jr.
	Name: Raymond L. McGowan, Jr.
	Title: Chairman and President


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

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


	CROWN VOGEL AG

	By: /s/ David Harrison
	Name: David Harrison
	Title: President



	SOCIETE DE PARTICIPATIONS CARNAUDMETALBOX

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Director


	CROWN BEVCAN FRANCE SAS

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Directeur Général


	CROWN EMBALLAGE FRANCE SAS

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: Directeur Général


	CROWN DÉVELOPPEMENT

	By: /s/ Paul Browett
	Name: Paul Browett
	Title: President


	CROWN UK HOLDINGS LIMITED

	By: /s/ John Beardsley
	Name: John Beardsley
	Title: Director


	CROWN VERPACKUNGEN DEUTSCHLAND GMBH

	By: /s/ John Beardsley and Rolf Willke
	Name: John Beardsley and Rolf Willke
	Title: Managing Directors



	ADULARIA INVERSIONES 2010, S.L. UNIPERSONAL

	By: /s/ Lauren Watteaux
	Name: Lauren Watteaux
	Title: Sole Director


	MIVISA ENVASES, S.A. UNIPERSONAL

	By: /s/ Lauren Watteaux
	Name: Lauren Watteaux
	Title: Sole Director


	CROWN PACKAGING LUX III S.A.R.L.

	By: /s/ Paul Browett and Giuseppe Di Modica
	Name: Paul Browett and Giuseppe Di Modica
	Title: Managers A and B



	DEUTSCHE BANK AG NEW YORK BRANCH, as Agent

	By: /s/ Peter Cucchiara
	Name: Peter Cucchiara
	Title: Vice President

	By: /s/ Lisa Wong
	Name: Lisa Wong
	Title: Vice President



	TD BANK, N.A., as an Additional Term A Lender

	By: /s/ Michael Dragonetti
	Name: Michael Dragonetti
	Title: Senior Vice President



	THE BANK OF NOVA SCOTIA, as an Additional Term A Lender

	By: /s/ Michael Grad
	Name: Michael Grad
	Title: Director



	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Additional Term A Lender

	By: /s/ Belinda Tucker
	Name: Belinda Tucker
	Title: Managing Director



Additional Term A Lender		Additional Term A Loans
TD Bank, N.A.		$25,000,000
The Bank of Nova Scotia		$25,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.		$25,000,000



	CROWN METAL PACKAGING CANADA LP by its
	general partner, CROWN METAL PACKAGING CANADA INC.

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



	CROWN VERPAKKING NEDERLAND BV

	By: /s/ John Beardsley
	Name: John Beardsley
	Title: President


	CROWN PACKAGING EUROPE GMBH

	By: /s/ John Beardsley
	Name: John Beardsley
	Title: Managing Officer