SECOND AMENDED AND RESTATED U.S. INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

Exhibit 4.o

EXECUTION

SECOND AMENDED AND RESTATED U.S.

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

This SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, herein called this “ Agreement ”) is dated as of February 26, 2003, amended and restated as of September 1, 2004 and further amended and restated as of November 18, 2005 among (i) DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (as successor to Citicorp North America, Inc., as administrative agent under the 2004 Credit Agreement (as defined below)) (in such capacity, together with its successors and assigns, the “ Administrative Agent ”) for the Term B Dollar Lenders, Dollar Revolving Lenders from time to time party to the Credit Agreement (as defined below) and any other Term Lenders that from time to time advance Term Loans to CCSC (as defined below) or any U.S. Subsidiary of CCSC, (ii) DEUTSCHE BANK AG NEW YORK BRANCH, as U.K. administrative agent (as successor to Citibank International PLC, as U.K. administrative agent under the 2004 Credit Agreement) (in such capacity, together with its successors and assigns, the “ U.K. Agent ” and together with the Administrative Agent, the “ Bank Agents ”) for the Term B Euro Lenders and the Euro Revolving Lenders from time to time party to the Credit Agreement and any other Term Lenders that from time to time advance Term Loans to any Non-U.S. Subsidiary of CCSC, (iii) THE BANK OF NOVA SCOTIA, as Canadian administrative agent for the Canadian Revolving Lenders (the “ Canadian Administrative Agent ”), (iv) WELLS FARGO BANK, N.A., as trustee (in such capacity, together with its successors and assigns, the “ First Priority Notes Trustee ”) for the holders of the First Priority Notes (as defined below) issued under the First Priority Notes Indenture (as defined below), (v) DEUTSCHE BANK AG NEW YORK BRANCH, as U.S. Collateral Agent (as defined below)(as successor to Citicorp North America, Inc.), (vi) CROWN HOLDINGS, INC. (“ Crown Holdings ”), (vii) CROWN AMERICAS LLC (f/k/a Crown Americas, Inc. and Crown Cork & Seal Americas, Inc.) (“ Crown Usco ”), (viii) CROWN CORK & SEAL COMPANY, INC. (“ CCSC ”), (ix) CROWN INTERNATIONAL HOLDINGS, INC. (“ Crown International ”), (x) each of the U.S. subsidiaries of Crown Holdings listed on Schedule 1 hereto, and (xi) the other persons who may become parties to this Agreement from time to time pursuant to and in accordance with Section 8 of this Agreement.

R E C I T A L S :

WHEREAS, on February 26, 2003 (the “ Original Effective Date ”), Citicorp North America, Inc. (the “ Existing Administrative Agent ”), and Citibank International PLC (the “ Existing U.K. Agent ” and together with the Existing Administrative Agent, the “ Existing Bank Agents ”), Citicorp North America, Inc., as U.S. Collateral Agent (the “ Existing U.S. Collateral Agent ”) and the U.S. Pledgors entered into the U.S. Intercreditor and Collateral Agency Agreement (the “ Original Agreement ”).

WHEREAS, on the Original Effective Date, Crown Usco, Crown European Holdings SA (“ Crown Euroco ”), the subsidiary borrowers named therein, Crown Holdings, Crown International and CCSC (collectively, the “ Credit Parties ”) entered into that certain credit agreement (the “ Original Credit Agreement ”) with the lenders named therein and the Existing Bank Agents.

WHEREAS, on the Original Effective Date, Crown Euroco issued $1,085,000,000 in aggregate principal amount of Second Priority Dollar Notes and €285,000,000 in aggregate principal amount of Second Priority Euro Notes, in each case under an Indenture dated as of the Original Effective Date among Crown Euroco, the guarantors named therein and Wells Fargo Bank, N.A. (as successor by consolidation to Wells Fargo Bank Minnesota, National Association), as trustee (in such capacity, together with its successors and assigns, the “ Second Priority Notes Trustee ”) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “ Second Priority Notes Indenture ”).

WHEREAS, on the Original Effective Date, Crown Euroco issued $725,000,000 in aggregate principal amount of Third Priority Notes under an Indenture dated as of the Original Effective Date between Crown Euroco, the guarantors named therein and Wells Fargo Bank, N.A. (as successor by consolidation to Wells Fargo Bank Minnesota, National Association), as trustee (in such capacity, together with its successors and assigns, the “ Third Priority Notes Trustee ”) (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “ Third Priority Notes Indenture ”).

WHEREAS, on September 1, 2004 (the “ First Amendment Effective Date ”), Crown Euroco issued €350,000,000 of First Priority Notes under an Indenture dated as of the First Amendment Effective Date among Crown Euroco, the guarantors named therein and the First Priority Notes Trustee (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “ First Priority Notes Indenture ”), the proceeds of which were used (together with the proceeds of the Loans under the 2004 Credit Agreement) to refinance in full all outstanding Term B Loans (as defined in the Original Credit Agreement) and terminate the Obligations and Commitments (each as defined in the Original Credit Agreement) under the Original Credit Agreement.

WHEREAS, on the First Amendment Effective Date, the Existing Bank Agents, the First Priority Notes Trustee, the Second Priority Notes Trustee, the Third Priority Notes Trustee, the Existing U.S. Collateral Agent and the U.S. Pledgors (as defined in the First Amendment) entered into the First Amended and Restated U.S. Intercreditor and Collateral Agency Agreement (the “ First Amendment ”).

WHEREAS, on the First Amendment Effective Date, the Credit Parties entered into that certain credit agreement (the “ 2004 Credit Agreement ”) with the lenders named therein and the Existing Administrative Agent and the Existing U.K. Agent.

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WHEREAS, on or about October 6, 2004 Crown Euroco issued an additional €110,000,000 of First Priority Notes under the First Priority Notes Indenture, the proceeds of which were used to extend a loan to Crown Usco to repay its outstanding term loan under the 2004 Credit Agreement and for general corporate purposes.

WHEREAS, on the date hereof, Crown Usco and Crown Americas Capital Corp. (“ Crown Capital ”) intend to issue $1,100,000,000 of senior unsecured notes (the “ Senior Notes ”) under two Indentures dated as of the date hereof among Crown Usco and Crown Capital, as applicable, the guarantors named therein and Citibank, N.A., as senior notes trustee (collectively, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time as permitted by the Credit Agreement, the “ Senior Notes Indenture ”), the proceeds of which shall be used (together with the proceeds of the Loans under the Credit Agreement and certain cash proceeds from the sale of Crown Holdings’ plastic closures division) to refinance (the “ Refinancing ”) not less than 66  ² / 3 % of the outstanding Second Priority Notes and 66  ² / 3 % of the outstanding Third Priority Notes, to repay in full all Loans under and terminate the Obligations and Commitments (each as defined in the 2004 Credit Agreement) under the 2004 Credit Agreement and for general corporate purposes.

WHEREAS, pursuant to the terms hereof, on the date hereof, Crown Euroco represents to U.S. Collateral Agent and the First Priority Notes Trustee that the issuance of the Senior Notes is permitted by the First Priority Notes Indenture and that no consents or approvals are required thereunder.

WHEREAS, simultaneously with the issuance of the Senior Notes, the Credit Parties intend to enter into a new senior secured credit agreement dated as of the date hereof (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, the “ Credit Agreement ”, which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement to the extent permitted by the First Priority Notes Indenture and any refinancing or replacement of the Credit Agreement or one or more successor or replacement facilities whether or not with a different group of agents or lenders and whether or not with different obligors upon Bank Agents’ acknowledgment of the termination of the predecessor Credit Agreement, the new Bank Agents joinder and execution by the successor Bank Agents’ of an agreement to be bound by the terms of this Agreement) with the lenders from time to time party thereto (including any Lenders of Additional First Priority Bank Indebtedness (as defined below)) (collectively, the “ Lenders ”) and Bank Agents, which Credit Agreement constitutes a refinancing and replacement of the 2004 Credit Agreement.

WHEREAS, on the date hereof, the Existing Collateral Agent has resigned as U.S. Collateral Agent and the Lenders under the Credit Agreement have appointed Deutsche Bank AG New York Branch as U.S. Collateral Agent.

WHEREAS, on the date hereof, the parties to the Second Priority Notes Indenture and the Third Priority Notes Indenture shall amend each of the Second Priority Notes Indenture and the Third Priority Notes Indenture to, among other things, eliminate the requirement for any security to secure the Second Priority Notes and the Third Priority Notes and to authorize the Second Priority Notes Trustee and Third Priority Notes Trustee to effectuate the release of the Second Priority Notes Trustee’s and Third Priority Notes Trustee’s respective Liens on the Collateral.

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WHEREAS, on the Original Effective Date, Crown Holdings, Crown International, CCSC, Crown Usco and certain U.S. subsidiaries of each of Crown Usco and CCSC and Crown Holdings set forth on Schedule 1 hereto (collectively, and together with any other subsidiaries which are required by one or more Financing Documents to become U.S. Pledgors, the “ U.S. Pledgors ”) executed and delivered to the Existing U.S. Collateral Agent the U.S. Shared Pledge Agreement, which U.S. Shared Pledge Agreement was amended and restated on the First Amendment Effective Date, which secured all of the Obligations under the Financing Documents, and on the date hereof will execute and deliver to U.S. Collateral Agent an amendment and restatement thereof in the form attached to this Agreement as Exhibit A (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “ U.S. Shared Pledge Agreement ”).

WHEREAS, on the date hereof, Crown Holdings, Crown International, CCSC, Crown Usco and the U.S. Pledgors will execute and deliver to U.S. Collateral Agent the U.S. Bank Pledge Agreement, which shall secure the Obligations under Bank Indebtedness (as defined below) only (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ U.S. Bank Pledge Agreement ” and together with the U.S. Shared Pledge Agreement, the “ U.S. Pledge Agreements ”) in the form attached to this Agreement as Exhibit B .

WHEREAS, on the Original Effective Date, the U.S. Pledgors executed and delivered to the Existing U.S. Collateral Agent a U.S. Security Agreement, which U.S. Security Agreement was amended and restated on the First Amendment Effective Date, and on the date hereof, the U.S. Pledgors will execute and deliver to U.S. Collateral Agent an amendment and restatement thereof in the form attached to this Agreement as Exhibit C (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “ U.S. Security Agreement ”).

WHEREAS, certain of the U.S. Pledgors have previously executed and delivered to the Existing U.S. Collateral Agent the first priority mortgages identified on Schedule 2 hereto, which Mortgages were amended and restated on the First Amendment Effective Date, (the “ Initial Mortgages ”) and on the date hereof will execute and deliver to U.S. Collateral Agent an amendment and restatement of each of the first priority mortgages identified on Schedule 2 hereto, and shall from time to time pursuant to the terms of one or more Financing Documents (as defined below) execute and deliver additional mortgages as required by such Financing Documents (the “ Additional Mortgages ”), in each case encumbering real property interests of the U.S. Pledgors (the Initial Mortgages and the Additional Mortgages, in each case as further amended, amended and restated, supplemented or otherwise modified from time to time, are referred to herein as the “ Mortgages ”).

WHEREAS, it is understood and acknowledged that only the Bank Indebtedness (as defined below) will be secured by the Additional Bank Collateral (as defined below).

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WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown Holdings or any of its subsidiaries may from time to time enter into one or more Bank Related Hedging Agreements (as defined below) with any counterparty that was a Bank Agent or a Lender or Affiliate thereof or any other Person permitted under the Credit Agreement at the time such Bank Related Hedging Agreement was entered into (individually, a “ Bank Related Hedging Exchanger ” and, collectively, the “ Bank Related Hedging Exchangers ”) and it is desired that the obligations of Crown Holdings or any of its subsidiaries under such Bank Related Hedging Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “ Bank Related Hedging Obligations ”), be secured by the U.S. Collateral (as defined below) pursuant to the U.S. Security Documents (as defined below); provided that for any Bank Related Hedging Exchanger to receive the benefit of such security, it shall execute and deliver to U.S. Collateral Agent an acknowledgment to this Agreement (in the form of Annex 1 attached hereto) agreeing to be bound by the terms hereof at any time prior to the payment in full of the First Priority Indebtedness.

WHEREAS, it is contemplated that, to the extent permitted by the Credit Agreement, Crown Holdings or any of its subsidiaries may from time to time enter into one or more Bank Related Cash Management Agreements (as defined below) with any counterparty that was a Bank Agent or a Lender or Affiliate thereof or any other person permitted under the Credit Agreement at the time such Bank Related Cash Management Agreement was entered into (individually, a “ Bank Related Cash Management Exchanger ” and, collectively, the “ Bank Related Cash Management Exchangers ”) and it is desired that the obligations of Crown Holdings or any of its subsidiaries under such Bank Related Cash Management Agreements, including the obligation to make payments in the event of early termination thereunder (all such obligations being the “ Bank Related Cash Management Obligations ”), be secured by the U.S. Collateral pursuant to the U.S. Security Documents; provided that for any Bank Related Cash Management Exchanger to receive the benefit of such security, it shall execute and deliver to U.S. Collateral Agent an acknowledgment on or after the Original Effective Date to this Agreement (in the form Annex 2 attached hereto) agreeing to be bound by the terms hereof at any time prior to the payment in full of the First Priority Indebtedness.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement, Crown Usco and Crown Euroco may incur certain Additional First Priority Bank Indebtedness (as defined below) pursuant to the applicable Credit Documents (as defined below), which Additional First Priority Bank Indebtedness will be secured by the U.S. Collateral pursuant to the U.S. Security Documents and have the priority set forth herein.

WHEREAS, it is contemplated that, from time to time, to the extent permitted by the Credit Agreement and the First Priority Notes Indenture, any U.S. Permitted Issuer may issue certain Additional First Priority Capital Markets Indebtedness (as defined below) pursuant to the applicable Additional First Priority Capital Markets Indebtedness Documents, which Additional First Priority Capital Markets Indebtedness will be secured by the U.S. Collateral pursuant to the U.S. Security Documents and have the priority set forth herein; provided that for any holder of any Additional First Priority Capital Markets Indebtedness to receive the benefit of such security, it shall cause its Additional First Priority Capital Markets Indebtedness Representative to execute and deliver to U.S. Collateral Agent an acknowledgment to this Agreement (in the form of Annex 3 attached hereto) agreeing to be bound by the terms hereof.

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WHEREAS, (a) the First Priority Notes Trustee (for its benefit and for the benefit of the respective holders of the First Priority Notes) and Bank Agents (for their benefit and for the benefit of the Lenders and other agents under the Credit Agreement), (b) in the event any Bank Related Hedging Obligations are to be secured by the U.S. Security Documents, each Bank Related Hedging Exchanger party to any Bank Related Hedging Agreement, (c) in the event any Bank Related Cash Management Obligations are to be secured by the U.S. Security Documents, each Bank Related Cash Management Exchanger party to any Bank Related Cash Management Agreement, (d) in the event any obligations in respect of Additional First Priority Bank Indebtedness are to be secured by the U.S. Security Documents, the Administrative Agent or the U.K. Administrative Agent in respect of such Additional First Priority Capital Markets Indebtedness (for its benefit and for the benefit of the Lenders of such Additional First Priority Bank Indebtedness) and (e) in the event any obligations in respect of any Additional First Priority Capital Markets Indebtedness are to be secured by the U.S. Security Documents, the Additional First Priority Capital Markets Indebtedness Representative in respect of such Additional First Priority Capital Markets Indebtedness (for its benefit and for the benefit of the holders of such Additional First Priority Capital Markets Indebtedness) desire to set forth (i) certain additional provisions regarding the appointment, duties and responsibilities of the U.S. Collateral Agent and to set forth certain other provisions concerning the obligations of the U.S. Pledgors to the U.S. Secured Parties under the agreements referred to in the foregoing recitals and (ii) their agreement as to decisions relating to the exercise of remedies under the U.S. Security Documents and certain limitations on the exercise of such remedies.

WHEREAS, pursuant to Section 10(b) of the Original Agreement, as amended by the First Amendment, the parties hereto are entering into this Agreement in order to amend and restate the Original Agreement, as amended by the First Amendment, to, among other things, add appropriate references to the Credit Agreement, the U.S. Collateral Agent, the Canadian Administrative Agent and Bank Agents.

A G R E E M E N T

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Definitions .

The following capitalized terms used herein and not otherwise defined herein shall have the definitions set forth below. Terms not defined herein shall have the meanings ascribed to them in the Credit Agreement.

“ Additional Bank Collateral ” means the capital stock of each U.S. subsidiary of Crown Holdings (other than CCSC) and 65% of the capital stock of each first tier non-U.S. subsidiary of any U.S. subsidiary of Crown Holdings pledged to U.S. Collateral Agent for the benefit of the Lenders under the Credit Agreement, any Bank Related Hedging Exchanger and any Bank Related Cash Management Exchanger.

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“ Additional First Priority Bank Indebtedness ” means (i) Additional Term Loans (as defined in the Credit Agreement) incurred by Crown Usco and/or Crown Euroco and (ii) Loans (as defined in the Credit Agreement) pursuant to an Additional Facility (as defined in the Credit Agreement), incurred by Crown Usco, in each case, pursuant to the Credit Agreement, which indebtedness is secured by a first priority Lien in the manner described herein on the U.S. Collateral.

“ Additional First Priority Capital Markets Indebtedness ” means any unsubordinated indebtedness issued by a U.S. Permitted Issuer after the date hereof and not owed to Crown Holdings or any of its subsidiaries (other than Additional First Priority Bank Indebtedness) to the extent permitted to be incurred by the Credit Agreement and the First Priority Notes Indenture, which indebtedness is secured by a first priority Lien in the manner described herein on the U.S. Collateral.

“ Additional First Priority Capital Markets Indebtedness Documents ” means any indenture, debenture, note, guaranty, purchase agreement or other document executed by Crown Euroco or any other U.S. Pledgor in connection with the issuance of any such Additional First Priority Capital Markets Indebtedness.

“ Additional First Priority Capital Markets Indebtedness Representative ” means any trustee or similar representative of the holders of any Additional First Priority Capital Markets Indebtedness.

“ Affiliate ” of any person means any other person which, directly or indirectly, controls, is controlled by or is under common control with such person.

“ Bank Indebtedness ” means (i) the Obligations of the Obligors under the Credit Documents (including Obligations in respect of Additional First Priority Bank Indebtedness) and (ii) the Obligations of the Obligors under the Bank Related Debt Agreements.

“ Bank Indebtedness Documents ” means (i) the Credit Documents and (ii) the Bank Related Debt Agreements.

“ Bank Related Cash Management Agreements ” means agreements of Crown Holdings or any of its subsidiaries arising from treasury, depository and cash management services provided by one or more persons that is a Bank Agent or a Lender or an Affiliate thereof or any other person permitted under the Credit Agreement at the time that such Bank Related Cash Management Agreement was entered into.

“ Bank Related Debt ” means, collectively, the Bank Related Cash Management Obligations and the Bank Related Hedging Obligations.

“ Bank Related Debt Agreements ” means, collectively, the Bank Related Cash Management Agreements and the Bank Related Hedging Agreements.

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“ Bank Related Hedging Agreements ” means, collectively, each Hedging Agreement of Crown Holdings or any of its subsidiaries entered into with any counterparty that is a Bank Agent or a Lender or an Affiliate thereof or any other Person permitted under the Credit Agreement at the time such Hedging Agreement was entered into.

“ Bankruptcy Code ” means Title 11, United States Code, or any similar Federal or state or non-U.S. law or statute for the supervision, administration or relief of debtors, including, without limitation, bankruptcy or insolvency laws.

“ Credit Documents ” means the Credit Agreement, each guaranty of the Obligations thereunder by a U.S. Pledgor and any other document executed by Crown Holdings or any of its subsidiaries in connection with the Credit Agreement (including, without limitation, any joinder agreement entered into pursuant to Section 12.1(c) of the Credit Agreement or any other documents executed or delivered with respect to any Additional First Priority Bank Indebtedness and the U.S. Security Documents), in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“ Debentures ” means each of the following:

“ Euro Intercreditor Agreement ” means the Second Amended and Restated Euro Intercreditor and Collateral Agency Agreement dated as of the date hereof among Deutsche Bank AG New York Branch, as Euro Collateral Agent, U.K. Administrative Agent, The Bank of Nova Scotia, as Canadian administrative agent, the First Priority Notes Trustee, and the other persons that become parties thereto after the date hereof, as amended, amended and restated, supplemented, replaced or otherwise modified from time to time.

“ Event of Default ” means an Event of Default as defined in the Credit Agreement.

“ Existing Unsecured Debt ” means each of the following Indebtedness to the extent outstanding on the date hereof after giving effect to the Transactions (as defined in the Credit Agreement):

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“ Financing Documents ” means, collectively, the Credit Documents, the First Priority Notes Documents, the Bank Related Debt Agreements and the Additional First Priority Capital Markets Indebtedness Documents.

“ First Priority Agents ” means, collectively, the First Priority Notes Trustee and any Additional First Priority Capital Markets Indebtedness Representative.

“ First Priority Capital Markets Indebtedness ” means (i) the Obligations of the Obligors under the First Priority Notes Documents and (ii) the Obligations of the Obligors in respect of Additional First Priority Capital Markets Indebtedness issued under the applicable Additional First Priority Capital Markets Indebtedness Documents.

“ First Priority Capital Markets Indebtedness Documents ” means, collectively, the First Priority Notes Documents and the Additional First Priority Capital Markets Indebtedness Documents.

“ First Priority Indebtedness ” means (i) the Obligations of the Obligors under the Credit Documents (including Obligations in respect of Additional Bank Indebtedness), (ii) the Obligations of the Obligors under the First Priority Notes Documents, (iii) the Obligations of the Obligors under the Bank Related Debt Agreements and (iv) the Obligations of the Obligors under any Additional First Priority Capital Markets Indebtedness Documents.

“ First Priority Indebtedness Documents ” means, collectively, the Bank Indebtedness Documents and the First Priority Capital Markets Indebtedness Documents.

“ First Priority Notes ” means the €460,000,000 in aggregate principal amount of 6  ¹ / 4 % First Priority Senior Secured Notes due 2011 of Crown Euroco issued under the First Priority Notes Indenture.

“ First Priority Notes Documents ” means the First Priority Notes Indenture, the First Priority Notes, each guaranty of the Obligations thereunder and any other document executed by Crown Holdings or any of its subsidiaries in connection with the issuance of the First Priority Notes, in each case, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time, as permitted by the Credit Agreement.

“ Global Participation Agreement ” means the Second Amended and Restated Global Participation and Proceeds Sharing Agreement dated as of the date hereof among Bank Agents, the Canadian Administrative Agent, the First Priority Notes Trustee, the Second Priority Notes Trustee, the Third Priority Notes Trustee, U.S. Collateral Agent on behalf of the U.S. Secured Parties and the Euro Collateral Agent (as defined in the Euro Intercreditor Agreement) on behalf of the Euro Secured Parties (as defined in the Euro Intercreditor Agreement) and the Sharing Agent named therein and the other persons that become party thereto after the date hereof, as amended, amended and restated, supplemented, replaced or otherwise modified from time to time.

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“ Hedging Agreement ” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement or similar agreement.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge, assignment, hypothecation or security interest in or on such asset or any filing of any financing statement under the UCC as in effect in the applicable state or jurisdiction or any similar notice or lien under any similar notice or recording statute of any governmental authority, in each of the foregoing cases whether voluntary or imposed by law, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset, (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities and (d) any other agreement intended to create any of the foregoing.

“ 1993 Indenture ” means the Indenture dated as of April 1, 1993 between CCSC and Bank One Trust Company, NA, as successor to Chemical Bank, as trustee.

“ 1995 Indenture ” means the Indenture dated as of January 15, 1995 between CCSC and Bank One Trust Company, NA, as successor to Chemical Bank, as trustee.

“ 1996 Indenture ” means the Indenture dated as of December 17, 1996 among CCSC, Crown Cork & Seal Finance PLC, Crown Cork & Seal Finance, S.A. and The Bank of New York, as trustee.

“ Obligations ” shall mean, with respect to any of the Financing Documents, any and all obligations, liabilities and indebtedness of every kind, nature and description (whether or not constituting future advances or otherwise) from time to time owing by, or on behalf of, any Obligor or any of its subsidiaries under, or in connection with, such Financing Documents, including principal, interest, charges, fees, premiums, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of such Financing Documents whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of such Financing Documents, or after the commencement of any case with respect to any Obligor or any of its subsidiaries under the Bankruptcy Code (at the rate provided for in the relevant Financing Documents) (and including, without limitation, any principal, interest, fees, costs, expenses and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising directly or howsoever acquired.

“ Obligors ” means each of Crown Holdings, CCSC, Crown International, Crown Usco, Crown Euroco, each Subsidiary Borrower (as defined in the Credit Agreement), each of the U.S. Pledgors and any other obligor under any Financing Documents.

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“ Principal Property ” has the meaning given to such term under the indentures, agreements and instruments governing the Existing Unsecured Debt as such indentures, agreements and instruments are in effect on the Original Effective Date.

“ Restricted Securities ” shall mean any shares of capital stock or evidences of indebtedness for borrowed money issued by any Restricted Subsidiary and owned by Crown Holdings or any Restricted Subsidiary.

“ Restricted Subsidiary ” means any subsidiary of Crown Holdings that would be considered a “Restricted Subsidiary” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Existing Unsecured Debt, as such indenture, agreement or instrument is in effect on the Original Effective Date.

“ Second Priority Dollar Notes ” means the $1,085,000,000 in aggregate principal amount of 9.50% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued under the Second Priority Notes Indenture.

“ Second Priority Euro Notes ” means the €285,000,000 in original aggregate principal amount of 10.25% Second Priority Senior Secured Notes due 2011 of Crown Euroco issued under the Second Priority Notes Indenture.

“ Second Priority Notes ” means, collectively, the Second Priority Dollar Notes and the Second Priority Euro Notes.

“ Third Priority Notes ” means the $725,000,000 in original aggregate principal amount of 10.875% Third Priority Senior Secured Notes due 2013 of Crown Euroco issued under the Third Priority Notes Indenture.

“ U.S. Collateral ” means all collateral from time to time pledged or subject to or purported to be pledged or subject to the Lien of the U.S. Security Documents (whether or not such Lien is determined to be unperfected or subject to avoidance), including any Additional Bank Collateral.

“ U.S. Permitted Issuer ” means Crown International, Crown Usco, Crown Capital or any other Guarantor (as defined in the Credit Agreement) that is a U.S. Subsidiary of CCSC or any direct special purpose finance Subsidiary thereof formed solely to be the issuer of any Permitted Public Debt (as defined in the Credit Agreement); provided that such person becomes a Credit Party (as defined in the Credit Agreement) and complies with Section 7.14 of the Credit Agreement.

“ U.S. Security Documents ” means the U.S. Pledge Agreements, the U.S. Security Agreement, the Mortgages and each other security agreement or other instrument or document (including, without limitation, any Additional Mortgages) executed and delivered pursuant to one or more Financing Documents encumbering U.S. assets of any U.S. Pledgor (including the Additional Bank Collateral).

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Section 2. Appointment as U.S. Collateral Agent .

Bank Agents, the Canadian Administrative Agent and the First Priority Notes Trustee each hereby irrevocably and unconditionally appoints, and each Bank Related Hedging Exchanger, Bank Related Cash Management Exchanger and Additional First Priority Capital Markets Indebtedness Representative (each such party, a “ U.S. Secured Party ”) signing an acknowledgment hereto on or after the Original Effective Date, by such signing, irrevocably and unconditionally appoints, Deutsche Bank AG New York Branch to serve as collateral agent and representative of each such U.S. Secured Party under each of the U.S. Security Documents (in such capacity, together with its successors in such capacity, the “ U.S. Collateral Agent ”) and irrevocably and unconditionally authorizes U.S. Collateral Agent to act as agent for the U.S. Secured Parties for the purpose of executing and delivering, on behalf of all such U.S. Secured Parties, the U.S. Security Documents and the Global Participation Agreement and any other documents or instruments related thereto or necessary or, as determined by U.S. Collateral Agent (acting on the instructions of the Requisite Obligees (as defined below)), desirable to perfect the Liens granted to U.S. Collateral Agent thereunder and, subject to the provisions of this Agreement, for the purpose of enforcing the U.S. Secured Parties’ rights in respect of the U.S. Collateral and the obligations of the U.S. Pledgors under the U.S. Security Documents, and for the purpose of, or in connection with, releasing the obligations of the U.S. Pledgors under the U.S. Security Documents in accordance with the terms of the Financing Documents.

Without limiting the generality of the foregoing, U.S. Collateral Agent is further hereby appointed as agent for each of the U.S. Secured Parties to hold the Liens on the U.S. Collateral granted pursuant to the U.S. Security Documents with, subject to Section 3 , sole authority to exercise remedies under the U.S. Security Documents. U.S. Collateral Agent is hereby authorized to act as mortgagee under all Mortgages, beneficiary under all deeds of trust and as U.S. Secured Party under the applicable U.S. Security Agreement and U.S. Pledge Agreement and each other U.S. Security Document and to follow the instructions provided to it under this Agreement.