THIRD AMENDED AND RESTATED UNDERTAKING AGREEMENT

Exhibit 10.c

THIRD AMENDED AND RESTATED UNDERTAKING AGREEMENT

Dated as of September 1, 2004

made by

CROWN HOLDINGS, INC.

as a Parent Undertaking Party ,

CROWN CORK & SEAL COMPANY, INC.

as a Parent Undertaking Party ,

and

CROWN INTERNATIONAL HOLDINGS, INC.

as a Parent Undertaking Party ,

in favor of

THE PURCHASERS REFERRED TO HEREIN

and

CITIBANK, N.A.

as Agent

TABLE OF CONTENTS

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THIRD AMENDED AND RESTATED UNDERTAKING AGREEMENT

THIRD AMENDED AND RESTATED UNDERTAKING AGREEMENT dated as of September 1, 2004, made by CROWN HOLDINGS, INC., a Pennsylvania corporation, (“ Crown Holdings ”), CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“ CCSC ”) and CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“ CIH ”, and together with Crown Holdings and CCSC, the “ Parent Undertaking Parties ”, and each, individually, a “ Parent Undertaking Party ”), in favor of the Purchasers as defined in the Receivables Purchase Agreement and CITIBANK, N.A. (“ Citibank ”), as administrative agent (the “ Agent ”) for the Purchasers and the other Owners.

PRELIMINARY STATEMENTS.

1. CCSC has executed and delivered a Second Amended and Restated Undertaking Agreement dated as of December 5, 2003 (the “ Existing Undertaking Agreement ”).

2. Crown Holdings, Inc. owns, directly or indirectly, all of the issued and outstanding shares of common stock of CCSC and CIH, (ii) CCSC owns, directly or indirectly, all of the issued and outstanding shares of common stock of Crown Cork & Seal Receivables (DE) Corporation, a Delaware corporation (the “ Seller ”), and all of the issued and outstanding shares of common stock of each of the US Originators (as hereinafter defined) and (iii) CIH owns, directly or indirectly, all of the issued and outstanding shares of common stock or partnership interests of each of the UK Originators and the Canadian Originator (as defined in the Receivables Purchase Agreement).

3. The Seller and Crown Cork & Seal USA, Inc., a Delaware corporation formerly known as Crown Cork & Seal Company (USA), Inc. (“ Crown USA ”) as Servicer have entered into a Second Amended and Restated Receivables Purchase Agreement dated as of December 5, 2003, as amended by the First Amendment to Second Amended and Restated Receivables Purchase Agreement dated as of the date hereof (such agreement, as so amended and as it may from time to time be further amended, supplemented or otherwise modified, being the “ Receivables Purchase Agreement ”) with the Purchasers and Citibank, N.A., as the Agent, pursuant to which the Seller may sell to each Purchaser undivided percentage ownership interests in its accounts receivable that were originally owed to each Originator and that have been or may be acquired from time to time by the Seller from (i) each US Originator, the Canadian Originator and the Former Canadian Originator pursuant to a Second Amended and Restated Receivables Contribution and Sale Agreement dated as of December 5, 2003 or the Existing Receivables Contribution and Sale Agreement (as defined therein) (the Existing Receivables Contribution and Sale Agreement, as amended and restated by the Second Amended and Restated Contribution and Sale Agreement, and the Second Amended and Restated Contribution and Sale Agreement, as it may from time to time be further amended, supplemented or otherwise modified, being the “ U.S./Canada Contribution and Sale Agreement ”) among, inter alia , the US Originators, the Canadian Originator, the Seller, and Crown USA, as the Buyer’s Servicer and (ii) each UK Originator pursuant to a Receivables Contribution and Sale Agreement (such agreement, as it may from time to time be amended, supplemented or otherwise modified, being

the “ UK Contribution and Sale Agreement ”, and together with the U.S./Canada Contribution and Sale Agreement, the “ Contribution and Sale Agreements ”) to be entered into among the UK Originators, as sellers, the Seller, as the Buyer, and Crown USA, as the UK Buyer’s Servicer.

4. In connection with the First Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of the date hereof (the “ First Amendment ”), the parties hereto have agreed to amend and restate the Existing Undertaking Agreement in its entirety to give effect to the terms and conditions set forth in this Third Amended and Restated Undertaking Agreement (the Existing Undertaking Agreement, as so amended and restated, and this Third Amended and Restated Undertaking Agreement, as further amended, restated, supplemented or otherwise modified from time to time, collectively, this “ Agreement ”).

5. It is a condition precedent to the effectiveness of the First Amendment that the Parent Undertaking Parties shall have executed and delivered this Agreement.

6. Terms defined in either the Receivables Purchase Agreement or the Contribution and Sale Agreements and not otherwise defined in this Agreement are used in this Agreement (including, without limitation, Exhibit A to this Agreement) as defined in the Receivables Purchase Agreement or the Contribution and Sale Agreements, as applicable. Capitalized terms defined in Exhibit A to this Agreement are used in this Agreement as defined in such Exhibit A.

NOW, THEREFORE, in consideration of the premises, and the substantial direct and indirect benefits to the Parent Undertaking Parties from the financing arrangements contemplated by the Receivables Purchase Agreement and the Contribution and Sale Agreements and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parent Undertaking Parties hereby agree that, effective as of the date hereof, the Existing Undertaking Agreement is amended and restated as follows:

SECTION 1. Unconditional Undertaking . The Parent Undertaking Parties, jointly and severally, hereby unconditionally and irrevocably undertake and agree with and for the benefit of each of the Purchasers and the other Owners and the Agent (collectively the “Indemnified Parties” ) to cause the due and punctual performance and observance by each of (a) the Seller and its successors and assigns, (b) the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) and (c) each of the Originators and each of their respective successors and assigns, in each case of clauses (a), (b), and (c), of all of the terms, covenants, agreements, undertakings and other obligations on the part of the Seller, the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) or each of the Originators, as applicable, to be performed or observed under each of the Receivables Purchase Agreement, the Contribution and Sale Agreements and the other Transaction Documents and the other documents delivered in connection therewith in accordance with the terms thereof, including, without limitation, the obligations to pay when due all monetary obligations of each of the Seller, the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) and the Originators now or hereafter existing under the Receivables Purchase Agreement, the Contribution and Sale Agreements and the other Transaction Documents, whether for Collections received, deemed Collections, Yield, interest, indemnifications, fees, costs, expenses or otherwise (such terms, covenants, agreements, undertakings and other

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obligations being the “Obligations” ) and undertake and agree to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Indemnified Parties, or any of them, in enforcing any rights under this Agreement. In the event that the Seller, the Servicer (so long as any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators shall fail in any manner whatsoever to perform or observe any of its Obligations when the same shall be required to be performed or observed, then the Parent Undertaking Parties shall themselves duly and punctually perform or observe, or cause to be duly and punctually performed and observed, such Obligation, and it shall not be a condition to the accrual of the obligation of the Parent Undertaking Parties hereunder to perform or observe any Obligation (or to cause the same to be performed or observed) that any Indemnified Party shall have first made any request of or demand upon or given any notice to the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or any of their successors or assigns, or have instituted any action or proceeding against the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or any of their successors or assigns in respect thereof.

SECTION 2. Obligations Absolute . The Parent Undertaking Parties, jointly and severally, undertake and agree that the Obligations will be paid and performed strictly in accordance with the terms of the Transaction Documents and each other document delivered in connection therewith, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Indemnified Party with respect thereto. The obligations of the Parent Undertaking Parties under this Agreement are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Parent Undertaking Parties to enforce this Agreement, irrespective of whether any action is brought against the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or whether the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators are joined in any such action or actions. The liability of the Parent Undertaking Parties under this Agreement shall be irrevocable, absolute and unconditional irrespective of, and, to the extent permitted by law, the Parent Undertaking Parties hereby irrevocably waive any defenses (except for any defenses arising or accruing as a result of the gross negligence or willful misconduct of the Indemnified Parties) any of them may now or hereafter have in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of the Obligations or any Pool Receivable, any Receivable Interest or any Related Security, or of any Transaction Document or any other document relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under the Transaction Documents or any other document relating thereto, or any other amendment or waiver of or any consent to departure from any Transaction Document or any other document relating thereto;

(c) any taking, exchange, release or nonperfection of or failure to transfer title to any asset or collateral, or any taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations;

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(d) any manner of application of any asset or collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any asset or collateral for all or any of the Obligations or any other obligations of the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators under the Transaction Documents or any other document relating thereto;

(e) any change, restructuring or termination of the structure or existence of the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators;

(f) any failure of any Indemnified Party to disclose to the Parent Undertaking Parties any information relating to the financial condition, operations, properties or prospects of the Seller, or any of the Originators now or in the future known to such Indemnified Party (the Parent Undertaking Parties waiving any duty on the part of such Indemnified Party to disclose such information);

(g) any impossibility or impracticality of performance, illegality, any act of any government, or any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Indemnified Party that might constitute a defense available to, or a discharge of, the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or a guarantor of the Obligations; or

(h) any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section 2.

This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time (x) any payment in connection with any of the Obligations is rescinded or must otherwise be returned by any Indemnified Party, or (y) any performance or observance of any Obligation is rescinded or otherwise invalidated, upon the insolvency, bankruptcy or reorganization of the Seller, the Servicer (if any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or otherwise, all as though payment had not been made or as though such Obligation had not been performed or observed.

SECTION 3. Waivers and Acknowledgments . (a) To the extent permitted by applicable law, the Parent Undertaking Parties hereby waive promptness, diligence, notice of acceptance and any other notice (except to the extent that such other notice is expressly required to be given to the Parent Undertaking Parties by any Indemnified Party pursuant to any other Transaction Document) with respect to any of the Obligations and this Agreement and any other document related thereto, and any requirement that any Indemnified Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Seller, the Servicer (whether or not any Affiliate of any of the Parent Undertaking Parties is the Servicer) or any of the Originators or any other Person or any asset or collateral.

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(b) The Parent Undertaking Parties hereby waive any right to revoke this Agreement, and acknowledge that this Agreement is continuing in nature and applies to all Obligations, whether existing now or in the future.

SECTION 4. Subrogation . The Parent Undertaking Parties shall not exercise or assert any rights that any of them may now have or hereafter acquire against the Seller, the Servicer (to the extent a Parent Undertaking Party is not the Servicer), or any of the Originators that arise from the existence, payment, performance or enforcement of the Parent Undertaking Parties’ obligations under this Agreement or any other Transaction Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification or any right to participate in any claim or remedy of any Indemnified Party against the Seller, such Servicer or any of the Originators or any asset or collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Seller, such Servicer or any of the Originators, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until all amounts in connection with the Obligations and all amounts payable under this Agreement shall have been paid in full and all other amounts payable to the Indemnified Parties under the Transaction Documents shall have been paid in full. If any amount shall be paid to any of the Parent Undertaking Parties in violation of the preceding sentence at any time prior to the later of (i) the payment in full of the Obligations and all other amounts payable under this Agreement and all amounts payable to the Indemnified Parties under the Transaction Documents and (ii) the Termination Date, such amount shall be held in trust for the benefit of the Indemnified Parties and shall forthwith be paid to the Agent to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Transaction Documents or to be held by the Agent as collateral security for any Obligations payable under this Agreement thereafter arising.

SECTION 5. Representations and Warranties . Each of the Parent Undertaking Parties hereby represents and warrants as to itself as follows:

(a) Such Parent Undertaking Party is a corporation, validly incorporated and existing and in good standing under the laws of the jurisdiction of its organization. Except where failure could not be reasonably expected to have a Material Adverse Effect, such Parent Undertaking Party (a) is duly qualified to transact business and is in good standing in each jurisdiction where the nature and extent of its business and properties require the same, and (b) possesses all requisite authority, power, licenses, approvals, permits, authorizations, and franchises to use its assets and conduct its business as is now being, or is contemplated herein to be, conducted.

(b) As of the First Amendment Effective Date, (i) all of the issued and outstanding shares of common stock of CCSC and CIH are owned, directly or indirectly, by Crown Holdings; (ii) all of the issued and outstanding shares of common stock of the Seller and each of the US Originators, are owned, directly or indirectly, by CCSC; and (iii) all of the issued and outstanding shares of common stock or partnership interests, as applicable, of each of the UK Originators and the Canadian Originator, are owned, directly or indirectly, by CIH; in each case free and clear of any Adverse Claim other than a pledge of the stock of the Originators as security for the Existing Credit Facilities.

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(c) The execution, delivery and performance by such Parent Undertaking Party of each of this Agreement and the other Transaction Documents to which such Parent Undertaking Party is a party, and the transactions contemplated hereby and thereby, are within such Parent Undertaking Party’s corporate powers, have been duly authorized by all necessary corporate action and do not (i) contravene such Parent Undertaking Party’s charter or bylaws, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award binding on or affecting such Parent Undertaking Party or any of its properties, or (iii) breach or result in a default under, or result in the acceleration of (or entitle any party to accelerate) the maturity of any obligation of such Parent Undertaking Party under, or result in or require the creation of any Lien upon or security interest in any property of such Parent Undertaking Party pursuant to the terms of, any credit or loan agreement, indenture, or other agreement or instrument binding on or affecting such Parent Undertaking Party or any of its properties. Each of this Agreement and the other Transaction Documents to which such Parent Undertaking Party is a party when delivered will have been duly executed and delivered by such Parent Undertaking Party. Without limiting the generality of the foregoing, the transactions evidenced by the Transaction Documents constitute (i) a “Permitted Receivables or Factoring Financing” under and as defined in the Existing Credit Facilities; (ii) a “Qualified Receivables Transaction” under and as defined in the Indenture dated September 1, 2004 among Crown European Holdings S.A., the Guarantors named therein, Wells Fargo Bank, N.A., as trustee for the holders of the 6¼% First Priority Senior Secured Notes due 2011; (iii) a “Qualified Receivables Transaction” under and as defined in the Indenture dated February 26, 2003 among Crown European Holdings S.A., the Guarantors named therein, Wells Fargo Bank, N.A. (f/k/a Wells Fargo Bank Minnesota, National Association), as trustee for the holders of the 9½% Second Priority Senior Secured Notes due 2011 and the holders of the 10¼% Second Priority Senior Secured Notes due 2011, in each case issued pursuant thereto; and (iv) a “Qualified Receivables Transaction” under and as defined in the Indenture dated February 26, 2003 among Crown European Holdings S.A., the Guarantors named therein, and Wells Fargo Bank, N.A. (f/k/a Wells Fargo Bank Minnesota, National Association), as trustee for the holders of the 10  ⁷ / 8 % Third Priority Senior Secured Notes due 2013 issued pursuant thereto.

(d) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by such Parent Undertaking Party of this Agreement or any of the other Transaction Documents to which such Parent Undertaking Party is a party, or to ensure the legality, validity or enforceability hereof or thereof.

(e) This Agreement is, and the other Transaction Documents to which such Parent Undertaking Party is a party when delivered will be, the legal, valid and binding obligation of such Parent Undertaking Party enforceable against such Parent Undertaking Party in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to general equitable principles.

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(f) The consolidated balance sheet of Crown Holdings and its consolidated subsidiaries as at December 31, 2003, and the related consolidated statements of income and cash flows of such Parent Undertaking Party and its consolidated subsidiaries for the fiscal year then ended, in each case certified by PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to the Agent, fairly present in all material respects the consolidated financial condition of Crown Holdings and its consolidated subsidiaries as at such date and the consolidated results of the operations of Crown Holdings and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAP and, since December 31, 2003, there has been no material adverse change in such condition or operations of such Parent Undertaking Party, or the ability of such Parent Undertaking Party to perform its obligations hereunder or under any other Transaction Document to which it is a party, in each case other than to the extent expressly set forth on Schedule V to the Receivables Purchase Agreement, Schedule V to the Contribution and Sale Agreements, or in any public filing prior to the date hereof with the Securities and Exchange Commission.

(g) Except as disclosed in Crown Holdings’ public filings prior to the Effective Date with the Securities and Exchange Commission or as disclosed in writing to the Agent on or prior to the Effective Date, there is no pending or, to the knowledge of such Parent Undertaking Party, threatened action, suit or proceeding affecting such Parent Undertaking Party or any of its subsidiaries, or its property or assets or the property or assets of any of its subsidiaries, before any court, governmental agency or arbitrator or other authority, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect, or which purports to affect the legality, validity or enforceability of this Agreement or any of the other Transaction Documents to which such Parent Undertaking Party is a party or the transactions contemplated hereby or thereby.

(h) Each Seller Report, Weekly Report, Daily Report and Receivables Activity Report (in each case if prepared by such Parent Undertaking Party or any Affiliate thereof, or to the extent that information contained therein is supplied by such Parent Undertaking Party or any Affiliate thereof), and each notice or other written item of information, exhibit, financial statement, document, book, record or report, furnished or to be furnished at any time by such Parent Undertaking Party or any Affiliate thereof to any Indemnified Party in each case in connection with any Transaction Document is or will be accurate in all material respects as of its date or as of the date so furnished, and no such report or document contains or will contain any untrue statement of a material fact or omits to state, or will omit to state, as of its date of delivery or the date so furnished, a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided that to the extent that any such Seller Report, Weekly Report, Daily Report, Receivables Activity Report, notice or other written item of information, exhibit, financial statement, document, book, record or report was based upon or constitutes a forecast or projection, such Parent Undertaking Party represents only that it (or such Affiliate) acted in good faith and utilized reasonable assumptions and due care in the preparation of such Seller Report, Weekly Report, Daily Report, Receivables Activity Report, notice or other written item of information, exhibit, financial statement, document, book, record or report.

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(i) There are no conditions precedent to the effectiveness of this Agreement or any of the other Transaction Documents to which such Parent Undertaking Party is a party that have not been satisfied or waived.

(j) The obligations of such Parent Undertaking Party under this Agreement and each of the other Transaction Documents to which such Parent Undertaking Party is a party do rank and will rank at least pari passu in priority of payment and in all other respects with all other unsecured Debt of such Parent Undertaking Party.

(k) Such Parent Undertaking Party is neither a “holding company” nor a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended. Neither such Parent Undertaking Party nor any of its Affiliates is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(l) With respect to each such Parent Undertaking Party, each Originator and the Seller, no ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien. Such Parent Undertaking Party and its ERISA Affiliates are in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan. No condition exists or event or transaction has occurred with respect to any Pension Plan or Welfare Plan which reasonably might result in the incurrence by such Parent Undertaking Party or any of such Parent Undertaking Party’s ERISA Affiliates of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. Such Parent Undertaking Party does not have any contingent liability with respect to post-retirement benefits provided by it or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Except as could not reasonably be expected to have a Material Adverse Effect, (A) each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities and (B) no Parent Undertaking Party nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Non-U.S. Plan.

(m) (i) Such Parent Undertaking Party and, to its knowledge, its Affiliates, are not in violation of any Anti-Terrorism Law, including the Executive Order, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

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(ii) Such Parent Undertaking Party and, to its knowledge, its Affiliates and their respective brokers or other agents acting or benefiting in any capacity in connection with transactions contemplated by this Agreement and the other Transaction Documents, are not any of the following:

(A) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(B) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(C) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(D) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.

(iii) Such Parent Undertaking Party and to its knowledge, its Affiliates and their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by this Agreement and the other Transaction Documents, do not (A) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in clause (ii) above, (B) deal in, or otherwise engage in any transaction relating to, any property or interest in property blocked pursuant to the Executive Order, or (C) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

SECTION 6. Covenants . Each of the Parent Undertaking Parties covenants and agrees that (except in the case of subsection (e) of this Section 6, which shall only apply to Crown Holdings), until the date that occurs 365 days after the latest of (i) the Commitment Termination Date, and (ii) the date on which no Capital of any Receivable Interest shall be outstanding and no Yield, fees or other amounts remain unpaid under the Receivables Purchase Agreement, such Parent Undertaking Party will, unless the Required Purchasers shall otherwise consent in writing:

(a) Compliance with Laws, Etc . Comply with all applicable federal, state and local laws, rules, regulations and orders with respect to it, except to the extent failure to so comply would not reasonably be expected to have a Material Adverse Effect.

(b) Preservation of Corporate Existence, Etc. . At all times (i) maintain its existence and good standing in the jurisdiction of its organization ( provided , however , that such Parent Undertaking Party may consummate any merger or consolidation permitted under Section 6(e)) and its authority to transact business in all other jurisdictions where the failure to so maintain its authority to transact business could

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reasonably be expected to have a Material Adverse Effect; (ii) maintain all licenses, permits, and franchises necessary for its business where the failure to so maintain could reasonably be expected to have a Material Adverse Effect; and (iii) keep all of its assets which are used in and necessary to its business in good working order and condition (ordinary wear and tear excepted) and make all necessary repairs thereto and replacements thereof, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(c) Inspections . From time to time upon two days’ prior notice and during regular business hours as requested by the Agent or any Purchaser (such two days’ prior notice shall not be required following the occurrence of an Event of Termination), or at any time and from time to time upon the occurrence and during the continuance of any Event of Termination or Potential Event of Termination, allow the Agent or any Purchaser (or their respective agents or representatives) to inspect any of the properties of such Parent Undertaking Party or any of its consolidated subsidiaries, to review reports, files, and other records of such Parent Undertaking Party or any of its consolidated subsidiaries and to make and take away copies thereof, to conduct tests or investigations, and to discuss any of the affairs, conditions, and finances of such Parent Undertaking Party or any of its consolidated subsidiaries with the other creditors, directors, officers, employees, other representatives, and independent accountants of such Parent Undertaking Party and its consolidated subsidiaries, all at the expense of such Parent Undertaking Party.

(d) Reporting Requirements . Furnish to the Agent:

(i) as soon as available and in any event within 45 days (or such shorter period for the filing of Crown Holdings’ Form 10-Q as may be required by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Crown Holdings (commencing with the Fiscal Quarter ending September 30, 2004), a consolidated balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by a Financial Officer of Crown Holdings, it being understood and agreed that the delivery of Crown Holdings’ Form 10-Q (as filed with the SEC), if certified as required in this clause (i), shall satisfy the requirements set forth in this clause;

(ii) as soon as available and in any event within 90 days (or such shorter period for the filing of Crown Holdings’ Form 10-K as may be required by the SEC) after the end of each Fiscal Year of Crown Holdings (commencing with the Fiscal Year ended December 31, 2004), a copy of the annual audit report for such Fiscal Year for Crown Holdings and its Subsidiaries, including therein a consolidated balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) in a manner acceptable to the Agent by

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PricewaterhouseCoopers LLP or other independent public accountants reasonably acceptable to the Agent (it being understood and agreed that the delivery of Crown Holdings’ Form 10-K (as filed with the SEC), if certified as required by this clause (ii), shall satisfy such delivery requirement in this clause), together with a certificate from a Financial Officer of Crown Holdings substantially in the form of Exhibit B (a “ Compliance Certificate ”) containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6(h), (i), and (j) and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officer has not become aware of any Event of Termination or Potential Event of Termination that has occurred and is continuing, or, if such Financial Officer has become aware of such Event of Termination or Potential Event of Termination, describing such Event of Termination or Potential Event of Termination and the steps, if any, being taken to cure it, and concurrently with the delivery of the foregoing financial statements, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Termination or Potential Event of Termination (which certificate may be limited to the extent required by accounting rules or guidelines);

(iii) as soon as available and in any event within 45 days (or such shorter period as may be required for the fi