10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q / A

AMENDMENT NO. 1

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

[    ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ________ TO _________

COMMISSION FILE NUMBER 0-50189

CROWN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	75-3099507
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Crown Way, Philadelphia, PA	19154-4599
(Address of principal executive offices)	(Zip Code)

215-698-5100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes   X   No   ___

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).      Yes   X   No   ___

There were 166,394,997 shares of Common Stock outstanding as of July 30, 2005.

Crown Holdings, Inc.

Explanatory Note

This amendment to the Quarterly Report on Form 10–Q, filed by Crown Holdings, Inc. on August 4, 2005, amends the discussion of the Results of Operations within Part I – Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Crown Holdings, Inc.

FORM 10-Q
FOR QUARTER ENDED JUNE 30, 2005

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

			Page Number
Item 1	Financial Statements
Consolidated Statements of Operations - Second Quarter			2
Consolidated Statements of Operations - Six Months			3
Consolidated Balance Sheets			4
Consolidated Statements of Cash Flows			5
Consolidated Statements of Changes in Shareholders’ Equity			6
Notes To Consolidated Financial Statements
A.	Statement of Information Furnished		7
B.	Recent Accounting and Reporting Pronouncements		7
C.	Stock–Based Compensation		7
D.	Goodwill		8
E.	Inventories		8
F.	Debt and Liquidity		8
G.	Asset Disposals and Impairments		9
H.	Restructuring		9
I.	Asbestos–Related Liabilities		9
J.	Commitments and Contingent Liabilities		11
K.	Earnings Per Share		12
L.	Pension and Other Postretirement Benefits		13
M.	Segment Information		14
N.	Condensed Combining Financial Information		15
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Introduction		31
	Executive Overview		31
	Results of Operations		31
	Liquidity and Capital Resources		35
	Forward Looking Statements		37
Item 3	Quantitative and Qualitative Disclosures About Market Risk		37
Item 4	Controls and Procedures		38
		PART II – OTHER INFORMATION
Item 1	Legal Proceedings		39
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		39
Item 5	Other Information		39
Item 6	Exhibits		39
Signature			40

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)
(Unaudited)

Three months ended June 30,			2005			2004
Net sales		$	2,017			$	1,836
Cost of products sold, excluding depreciation and amortization			1,654				1,501
Depreciation and amortization			75				76
Gross profit			288				259
Selling and administrative expense			102				90
Gain on sale of assets and provision for asset impairments, net	(		17	)
Loss from early extinguishments of debt			2
Interest expense			95				89
Interest income	(		2	)	(		1	)
Translation and exchange adjustments			65				23
Income before income taxes, minority interests and equity earnings			43				58
Provision for income taxes			8				16
Minority interests and equity earnings	(		7	)	(		6	)
Net income		$	28			$	36
Earnings per average common share:
Basic		$	.17			$	.22
Diluted		$	.16			$	.22
Weighted average common shares outstanding:
Basic			165,694,221				165,165,133
Diluted			171,526,145				167,343,493

The accompanying notes are an integral part of these consolidated financial statements.

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Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)
(Unaudited)

Six months ended June 30,			2005			2004
Net sales		$	3,720			$	3,459
Cost of products sold, excluding depreciation and amortization			3,078				2,862
Depreciation and amortization			147				153
Gross profit			495				444
Selling and administrative expense			198				182
Gain on sale of assets and provision for asset impairments, net	(		22	)
Loss from early extinguishments of debt			2				4
Interest expense			189				179
Interest income	(		4	)	(		3	)
Translation and exchange adjustments			95				27
Income before income taxes, minority interests and equity earnings			37				55
Provision for income taxes			8				24
Minority interests and equity earnings	(		11	)	(		11	)
Net income		$	18			$	20
Earnings per average common share:
Basic		$	.11			$	.12
Diluted		$	.10			$	.12
Weighted average common shares outstanding:
Basic			165,756,374				165,120,811
Diluted			171,694,310				167,247,804

The accompanying notes are an integral part of these consolidated financial statements.

3

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)
(Unaudited)

	June 30,		December 31,
	2005		2004
Assets
Current assets
Cash and cash equivalents	$	265	$	471
Receivables, net		987		900
Inventories		1,009		894
Prepaid expenses and other current assets		72		78
Total current assets		2,333		2,343
Investments		84		85
Goodwill		2,421		2,592
Property, plant and equipment, net		1,798		2,002
Other non-current assets		1,015		1,103
Total	$	7,651	$	8,125
Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	47	$	51
Current maturities of long-term debt		25		25
Accounts payable and accrued liabilities		1,911		1,943
Income taxes payable		60		61
Total current liabilities		2,043		2,080
Long-term debt, excluding current maturities		3,635		3,796
Postretirement and pension liabilities		981		1,019
Other non-current liabilities		646		752
Minority interests		185		201
Commitments and contingent liabilities   (Note J)
Shareholders’ equity		161		277
Total	$	7,651	$	8,125

The accompanying notes are an integral part of these consolidated financial statements.

4

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)
(Unaudited)

Six months ended June 30,		2005				2004
Net cash used for operating activities	(	$	53	)	(	$	66	)
Cash flows from investing activities
Capital expenditures	(		71	)	(		66	)
Proceeds from sale of property, plant and equipment			22				5
Other, net	(		7	)	(		6	)
Net cash used for investing activities	(		56	)	(		67	)
Cash flows from financing activities
Proceeds from long-term debt			10				1
Payments of long-term debt	(		72	)	(		135	)
Net change in short-term debt			17				135
Common stock repurchased	(		14	)
Common stock issued			6				1
Minority dividends, net of contributions	(		28	)	(		17	)
Net cash used for financing activities	(		81	)	(		15	)
Effect of exchange rate changes on cash and cash equivalents	(		16	)	(		2	)
Net change in cash and cash equivalents	(		206	)	(		150	)
Cash and cash equivalents at January 1			471				401
Cash and cash equivalents at June 30		$	265			$	251

The accompanying notes are an integral part of these consolidated financial statements.

5

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In millions)
(Unaudited)

	Comprehensive Income					Common	Paid-In		Unearned		Accumulated		Treasury		Accumulated Other Comprehensive
		Quarter		Year–To–Date		Stock	Capital		Compensation		Deficit		Stock		Loss		Total
Balance at January 1, 2004						$929	$1,699				($1,215	)	($103	)	($1,170	)	$140
Net income		$  36		$  20							20						20
Translation adjustments		(    17	)	19											19		19
Derivatives qualifying as hedges		(      3	)	3											3		3
Comprehensive income		$16		$42
Common stock issued —benefit plans													1				1
Balance at June 30, 2004						$929	$1,699				($1,195	)	($102	)	($1,148	)	$183
	Comprehensive Loss					Common	Paid-In		Unearned		Accumulated		Treasury		Accumulated Other Comprehensive
		Quarter		Year–To–Date		Stock	Capital		Compensation		Deficit		Stock		Loss		Total
Balance at January 1, 2005						$929	$1,699				($1,164	)	($100	)	($1,087	)	$277
Net income		$28		$  18							18						18
Translation adjustments		(  84	)	(  116	)										(     116	)	(  116	)
Derivatives qualifying as hedges		(    6	)	(      6	)										(         6	)	(      6	)
Available for sale securities		(    2	)	(      5	)										(         5	)	(      5	)
Comprehensive loss		($64	)	($109	)
Restricted stock issued							5		($8	)			3
Earned compensation on restricted stock									1								1
Stock repurchased							(       10	)					(      4	)			(    14	)
Common stock issued — benefit plans							1						5				6
Balance at June 30, 2005						$929	$1,695		($7	)	($1,146	)	($  96	)	($1,214	)	$161

The accompanying notes are an integral part of these consolidated financial statements.

6

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data)
(Unaudited)

A.	Statement of Information Furnished
	The consolidated financial statements include the accounts of Crown Holdings, Inc. and its wholly–owned and majority–owned subsidiary companies (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary for a fair statement of the financial position of Crown Holdings, Inc. as of June 30, 2005 and the results of its operations and cash flows for the three and six month periods ended June 30, 2005 and 2004. These results have been determined on the basis of U.S. generally accepted accounting principles and practices consistently applied.
	Certain information and footnote disclosures, normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, have been condensed or omitted. The December 31, 2004 balance sheet data was derived from the audited consolidated financial statements as of December 31, 2004. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

B.

Recent Accounting and Reporting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004) (“FAS 123(R)”), “Share–Based Payment.” FAS 123(R) replaces SFAS No. 123 (“FAS 123”), “Accounting for Stock–Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” FAS 123(R) requires that the cost of share–based payments to employees, including grants of employee stock options, be recognized in the financial statements based on their grant–date fair values. The pro forma disclosures previously permitted under FAS 123 will no longer be an alternative to financial statement recognition. Under FAS 123(R), the Company must select an appropriate valuation model to calculate the fair value of its share–based payments for awards made subsequent to adoption of the standard and a transition method for recognizing compensation expense. Valuations of awards granted prior to adoption of the standard have been and will be calculated using the Black–Scholes Option Pricing model. Upon adoption of the standard, these prior valuations will not be reassessed. The transition methods provided in the standard include modified prospective and retrospective options. Under the modified prospective method, compensation expense for all unvested stock awards, measured by the grant–date fair value of the awards, will be charged to earnings prospectively over the remaining vesting period, based on the estimated number of awards that are expected to vest. Under the retrospective method, prior reporting periods back to the date of issuance of FAS 123 may be restated. The restatement of prior periods under the retrospective method will be based on the amounts previously recognized in the pro forma disclosures required by the original provisions of FAS 123. The Company is currently evaluating the requirements of FAS 123(R) and intends to adopt the new standard on January 1, 2006, the amended effective date set for public companies by the U.S. Securities and Exchange Commission.

C.	Stock–Based Compensation
	During the first quarter of 2005, the Company issued 604,196 shares of restricted stock to employees. Compensation expense of $8, equal to the fair value of the shares at the date of issuance, will be recognized ratably over the three-year vesting period.
	In accordance with APB 25, the Company uses the intrinsic value method to account for its employee stock options. Accordingly, no compensation expense is recognized in connection with the issuance of stock options under the Company’s stock–based incentive compensation plans; however, compensation expense is recognized in connection with the issuance of restricted shares granted under such plans. Commencing January 1, 2006, as discussed in Note B above, the Company intends to adopt FAS 123(R) and commence recognition of compensation expense for its outstanding unvested stock options.

7

Crown Holdings, Inc.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FAS 123(R) to stock options:

			Three Months Ended						Six Months Ended
			June 30,						June 30,
			2005			2004			2005			2004
Net income, as reported			$28			$36			$18			$20
Add: stock–based compensation expense already included in net income          as reported, net of related tax effects									1
Deduct: pro forma employee stock–based compensation, related to stock          options and restricted stock grants, net of related tax effects		(	3	)	(	2	)	(	7	)	(	3	)
Pro forma net income			$25			$34			$12			$17
Earnings per share:
	Basic    – as reported		$.17			$.22			$.11			$.12
	– pro forma		$.15			$.21			$.07			$.10
	Diluted – as reported		$.16			$.22			$.10			$.12
	– pro forma		$.15			$.20			$.07			$.10

D.	Goodwill
	The changes in the carrying amount of goodwill by reportable segment for the six month period ended June 30, 2005 were as follows:

		Americas				Europe				Total
Balance as of January 1, 2005		$	656			$	1,936			$	2,592
Foreign currency translation	(		3	)	(		168	)	(		171	)
Balance as of June 30, 2005		$	653			$	1,768			$	2,421

E. Inventories

	June 30,	December 31,
	2005	2004
Finished goods	$434	$307
Work in process	133	111
Raw material and supplies	442	476
	$1,009	$894

F.	Debt and Liquidity
	In the first quarter of 2004, the Company purchased $21 aggregate principal of its 8.38% notes due 2005 at a premium of 4.5% to principal and €85 aggregate principal of its 6.00% notes due 2004 at a premium of 3.0% to principal, and recognized a loss of $4 from the early extinguishments of debt.
	In the second quarter of 2005, the Company repurchased $70 aggregate principal of its 7.00% notes due 2006 at a premium of 3.0% to principal, and recognized a loss of $2 from the early extinguishments of debt.

8

Crown Holdings, Inc.

The Company recognized unrealized foreign exchange losses of $65 and $23 during the second quarter of 2005 and 2004, respectively, and losses of $95 and $27 during the first six months of 2005 and 2004, respectively, arising primarily from unhedged currency exposures in Europe from the sale of senior secured notes in 2003.

In June 2005, the Company entered into a new €120 European securitization facility. Under this facility, certain subsidiaries in the U.K. and France sell receivables to an entity formed in France for the sole purpose of buying receivables from the selling subsidiaries. The buying entity finances the purchase of receivables by the issue of senior units to a company in which Crown does not retain any interest. The selling subsidiaries continue to service the receivables for a fee, but do not retain any interest in the receivables sold and the sales are reflected as a reduction in receivables within the Consolidated Balance Sheet. At June 30, 2005, $125 of receivables were securitized under this program.

During the first six months of 2005, the Company paid $30 to terminate interest rate swaps with a combined notional value of $900. As of June 30, 2005, the Company had no remaining outstanding interest rate swaps.

G.

Asset Disposals and Impairments

During the first six months of 2005, the Company recognized a net gain of $22 relating to asset disposals and impairments. The gain of $22 included $16 for asset disposals and $7 for the reversal of a provision in Asia, offset by $1 for asset impairments in the U.S. In Asia, the Company received a waiver of a local requirement to divest a portion of one of its subsidiaries and, accordingly, reversed its provision for the expected loss on divestiture. During the first six months of 2004, the Company sold various assets for $5 and had no total net gain or loss.

H.	Restructuring
	The components of the outstanding restructuring reserve and movements within these components during the six months ended June 30, 2005 and 2004, respectively, were as follows:

	Termination		Other Exit
	Benefits		Costs		Total
Balance as of January 1, 2004	$23		$ 2		$25
Payments made	(    8	)	(   1	)	(    9	)
Balance as of June 30, 2004	$15		$ 1		$16
Balance as of January 1, 2005	$14		$ 1		$15
Payments made	(  10	)			(  10	)
Foreign currency translation	(    1	)			(    1	)
Balance as of June 30, 2005	$  3		$ 1		$  4

The June 30, 2005 balance includes provisions for termination benefits established in 2004 and 2003 restructuring actions, and for other exit costs for actions prior to 2003. The balance includes employee-related agreements with unions and governmental agencies as well as lease arrangements with landlords for which payments are extended over time. The balance of the restructuring reserve was included in the Consolidated Balance Sheets within accounts payable and accrued liabilities.

I.	Asbestos–Related Liabilities
	Crown Cork & Seal Company, Inc. (“Crown Cork”) is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of whose stock Crown Cork purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its insulation assets and was later merged into Crown Cork.
	Prior to 1998, the amounts paid to asbestos claimants were covered by a fund made available to Crown Cork under a 1985 settlement with carriers insuring Crown Cork through 1976, when Crown Cork became self–insured. The fund was depleted in 1998 and the Company has no remaining coverage for asbestos–related costs.

9

Crown Holdings, Inc.

In May 2005, January 2005 and April 2004, the States of Florida, Ohio and Mississippi, respectively, enacted legislation that limits the asbestos–related liabilities under state law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The new legislation, which applies to future and pending claims, caps asbestos–related liabilities at the fair market value of the predecessor’s total gross assets adjusted for inflation. Crown Cork has paid significantly more for asbestos–related claims than the total adjusted value of its predecessor’s assets. Crown Cork has integrated the legislation into its claims defense strategy. The Company cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.

In June 2003, the State of Texas enacted legislation that limits the asbestos–related liabilities in Texas courts of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The Texas legislation, which applies to future claims and pending claims, caps asbestos–related liabilities at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos–related claims than the total adjusted value of its predecessor’s assets. On October 31, 2003, Crown Cork received a favorable ruling on its motion for summary judgment in two asbestos–related cases pending against it in the district court of Harris County, Texas (in Re Asbestos Litigation No. 90–23333, District Court, Harris County, Texas); this ruling has been appealed. In addition, a favorable ruling for summary judgment in an asbestos case pending against Crown Cork in the district court of Travis County, Texas (in Re Rosemarie Satterfield as Representative of the Estate of Jerrold Braley Deceased v. Crown Cork & Seal Company, Inc. District Court Travis County, 98th Judicial District Cause No. GN-203572) has been appealed. Although the Company believes that the rulings of the District Court are correct, there can be no assurance that the legislation will be upheld by the Texas courts on appeal or in other cases that may challenge the legislation.

In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos–related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has already paid significantly more for asbestos–related claims than the acquired company’s adjusted asset value. On February 20, 2004, the Supreme Court of Pennsylvania reversed the June 11, 2002 order of the Philadelphia Court of Common Pleas, in which the Court of Common Pleas ruled favorably on a motion by Crown Cork for summary judgment regarding 376 pending asbestos–related cases against Crown Cork in Philadelphia and remanded the cases to the Philadelphia Court of Common Pleas (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002). The Court ruled that the new statute, as applied, violated the Pennsylvania Constitution because it retroactively extinguished the plaintiffs’ pre–existing and accrued causes of action. The Company believed that the ruling by the court was limited only to cases which were pending at the time the legislation was enacted and, in November 2004, the Commonwealth of Pennsylvania enacted legislation amending the 2001 successor liability statute providing that the 2001 statute applies only to asbestos–related claims with respect to which the two–year statute of limitations for asbestos–related claims began to run after the statute was enacted on December 17, 2001. On December 10, 2004, the Company filed a global motion for summary judgment in the Philadelphia Court of Common Pleas to dismiss all pending asbestos–related cases filed in the court after December 17, 2003 (In re: Asbestos–Litigation October term 1986, No. 001). The Company cautions, however, that the Company’s position regarding the limitation of the Pennsylvania Supreme Court ruling may not be upheld.

In recent years, certain other state and federal legislators have considered legislation to reform the reatment of asbestos–related personal injury claims. In April of 2005, the Fairness in Asbestos Injury Resolution Act of 2005 (the “FAIR Bill”) was introduced in the United States Senate and is being considered by the Senate Judiciary Committee. The FAIR Bill would create a national trust fund in lieu of state and federal litigation to compensate people with asbestos–related diseases. The trust fund would require contributions from companies, such as Crown Cork, that have made past payments for asbestos–related personal injury claims and would limit the payments made by such companies relating to asbestos–related liabilities during the life of the fund. There can be no assurance that federal asbestos legislation, such as the FAIR Bill, will be passed into law or the form that any such legislation will take. Due to this uncertainty, the Company has not considered possible federal legislation in evaluating the adequacy of the Company’s reserve for asbestos–related claims.

During the six months ended June 30, 2005, Crown Cork received approximately 6,000 new claims, settled or dismissed approximately 2,000 claims for a total of $5 and had approximately 78,000 claims outstanding at the end of the period. Settlement amounts include amounts committed to be paid in future periods.

10

Crown Holdings, Inc.

As of June 30, the Company’s accrual for pending and future asbestos–related claims was $223. The Company estimates that its probable and estimable liability for pending and future asbestos–related claims will range between $223 and $341. The accrual balance of $223 includes $104 for unasserted claims and $9 for committed settlements that will be paid over time.

Historically (1977–2004), Crown Cork estimates that approximately one–quarter of all asbestos–related claims made against it have been asserted by claimants who claim first exposure to asbestos after 1964. However, because of Crown Cork’s settlement experience to date and the increased difficulty of establishing identification of the subsidiary’s insulation products as the cause of injury by persons alleging first exposure to asbestos after 1964, the Company has not included in its accrual and range of potential liability any amounts for settlements by persons alleging first exposure to asbestos after 1964.

Assumptions underlying the accrual and the range of potential liability include that claims for exposure to asbestos that occurred after the sale of the U.S. company’s insulation business in 1964 would not be entitled to settlement payouts and that the Texas, Florida, Mississippi, Ohio and Pennsylvania asbestos legislation described above are expected to have a highly favorable impact on Crown Cork’s ability to settle or defend against asbestos–related claims in those states, and other states where Pennsylvania law may apply. The Company’s accrual includes estimates for probable costs for claims through the year 2014. The upper end of the Company’s estimated range of possible asbestos costs of $341 includes claims beyond that date.

While it is not possible to predict the ultimate outcome of the asbestos-related claims and settlements, the Company believes that resolution of these matters is not expected to have a material adverse effect on the Company’s financial position. The Company cautions, however, that estimates for asbestos cases and settlements are difficult to predict and may be influenced by many factors. In addition, there can be no assurance regarding the validity or correctness of the Company’s assumptions or beliefs underlying its accrual and the estimated range of potential liability. Unfavorable court decisions or other adverse developments may require the Company to substantially increase its accrual or change its estimate. Accordingly, these matters, if resolved in a manner different from the estimate, could have a material effect on the Company’s results of operations, financial position and cash flow.

J.	Commitments and Contingent Liabilities
	In 2003, Crown Cork amended the retiree medical benefits that it had been providing to approximately 10,000 retirees pursuant to a series of collective bargaining agreements between Crown Cork and certain unions. The amendments increased maximum coverage, required additional retiree contributions for medical and prescription drug costs and reduced other coverage benefits. Crown Cork is a party to litigation initiated in June 2003 in which the USWA and IAM unions and retirees claim that the retiree medical benefits were vested and that the amendments breached the applicable collective bargaining agreements in violation of ERISA and the Labor Management Relations Act. Crown Cork and the USWA parties have submitted their dispute to binding arbitration in Pittsburgh, Pennsylvania and litigation involving Crown Cork and the IAM parties is pending in federal district court in Nebraska. The Company believes that it had the right to make such amendments and intends to contest the matter vigorously. However, the ultimate outcome of these cases is uncertain and if they are decided adversely, the Company could be required to restore all or a portion of the retiree medical benefits to their pre–amendment levels which could have a material adverse impact on the Company’s financial position, results of operations and cash flows.
	The Company is subject to various other lawsuits and claims with respect to matters such as governmental and environmental regulations, recent price increases by one of the Company’s suppliers, and other actions arising out of the normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the results of operations, financial position or cash flow of the Company.

11

Crown Holdings, Inc.

The Company has various commitments to purchase materials and supplies as part of the ordinary conduct of business. The Company’s basic raw materials for its products are tinplate, aluminum and resins, all of which are purchased from multiple sources. The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to certain customers to reflect these movements. There can be no assurances, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.

At June 30, 2005, the Company had certain indemnification agreements covering environmental remediation and other potential costs associated with properties sold or businesses divested. For agreements with defined liability limits, the maximum potential liability was $47. The Company accrues for costs associated with such indemnifications and potential costs when it is probable that a liability has been incurred and the amount can be reasonably estimated.

At June 30, 2005, the Company had guarantees of $36 related to the residual values of leased assets and recorded a liability of $8 related to these guarantees.

K.	Earnings Per Share
	The following table summarizes the basic and diluted earnings per share computations for the periods ended June 30, 2005 and 2004, respectively:

	Three Months Ended June 30,		Six Months Ended June 30,
	2005	2004	2005	2004
Earnings:
Net income	$ 28	$ 36	$ 18	$ 20
Weighted average common shares outstanding:
Basic	165.7	165.2	165.8	165.1
Add: dilutive stock options and restricted stock	5.8	2.1	5.9	2.1
Diluted	171.5	167.3	171.7	167.2
Basic earnings per share	$.17	$.22	$.11	$.12
Diluted earnings per share	$.16	$.22	$.10	$.12

Excluded from the computation of diluted earnings per share were common shares contingently issuable upon the exercise of outstanding stock options, amounting to 3.6 million shares for the three and six months ended June 30, 2005, and 3.9 million shares for the three and six months ended June 30, 2004. These shares were excluded because the exercise prices of the outstanding options were above the average market prices for the related periods.

12

Crown Holdings, Inc.

L. Pension and Other Postretirement Benefits

Components of Net Periodic Benefit Cost

		Three Months Ended								Six Months Ended
		June 30								June 30
Pension Benefits - U.S. Plans		2005				2004				2005				2004
Service cost		$	3			$	3			$	5			$	5
Interest cost			19				20				39				40
Expected return on plan assets	(		21	)	(		19	)	(		42	)	(		37	)
Recognized prior service cost											1				1
Recognized actuarial net gain			16				16				32				31
Net periodic benefit cost		$	17			$	20			$	35			$	40

		Three Months Ended								Six Months Ended
		June 30								June 30
Pension Benefits - Non-U.S. Plans		2005				2004				2005				2004
Service cost		$	10			$	8			$	19			$	16
Interest cost			42				42				85				82
Expected return on plan assets	(		56	)	(		55	)	(		112	)	(		108	)
Recognized prior service cost	(		2	)	(		3	)	(		4	)	(		4	)
Recognized actuarial net gain			14				14				27				26
Net periodic benefit cost		$	8			$	6			$	15			$	12

		Three Months Ended								Six Months Ended
		June 30								June 30
Other Postretirement Benefits		2005				2004				2005				2004
Service cost		$	1							$	2			$	1
Interest cost			9			$	9				19				19
Recognized prior service cost	(		3	)	(		3	)	(		6	)	(		6	)
Recognized actuarial net gain			4				3				8				6
Net periodic benefit cost		$	11			$	9			$	23			$	20

13

Crown Holdings, Inc.

M. Segment Information

The Company has three reportable operating segments: Americas, Europe, and Asia-Pacific. Each reportable segment is an operating division within the Company and has a President reporting directly to the Chief Executive Officer. “Corporate” includes Corporate Technology and headquarters costs. Divisional headquarters cost are reported within the operating segments.

The interim segment information is as follows:

Three Months ended June 30,
	2005	Americas	Europe	Asia-Pacific	Corporate		Total
	External sales	$808	$1,097	$112			$2,017
	Segment income / (loss)	65	131	15	($25	)	186
	2004
	External sales	748	996	92			1,836
	Segment income / (loss)	60	117	14	(  22	)	169
Six Months ended June 30,
	2005	Americas	Europe	Asia-Pacific	Corporate		Total
	External sales	$1,477	$2,026	$217			$3,720
	Segment income / (loss)	107	211	29	($50	)	297
	2004
	External sales	1,388	1,895	176			3,459
	Segment income / (loss)	87	197	26	(  48	)	262

The following table reconciles the Company’s consolidated segment income to consolidated income before income taxes, minority interests and equity earnings:

	Three Months Ended June 30,				Six Months Ended June 30,
	2005		2004		2005		2004
Segment income	$186		$169		$297		$262
Gain on sale of assets and provision for asset impairments, net	(    17	)			(    22	)
Loss from early extinguishments of debt	2				2		4
Interest expense	95		89		189		179
Interest income	(      2	)	(      1	)	(      4	)	(      3	)
Translation and exchange adjustments	65		23		95		27
Income before income taxes,minority interests       and equity earnings	$  43		$  58		$  37		$  55

14

Crown Holdings, Inc.

N. Condensed Combining Financial Information

In 2003, Crown European Holdings (Issuer), a 100% owned subsidiary of the Company, issued $2,116 of senior secured notes that are fully and unconditionally guaranteed by Crown and certain subsidiaries. The guarantors are 100% owned by the Company and the guarantees are made on a joint and several basis. The guarantor column includes financial information for all subsidiaries in the United States (except for an insurance subsidiary and a receivables securitization subsidiary), and substantially all subsidiaries in the United Kingdom, France, Germany, Belgium, Canada, Mexico and Switzerland. For additional historical financial information for these subsidiaries, see Note X to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. The following condensed combining financial statements:

     •     statements of operations for the three and six months ended June 30, 2005 and 2004,

     •     balance sheets as of June 30, 2005 and December 31, 2004, and

     •     cash flows for the six months ended June 30, 2005 and 2004

are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended June 30, 2005
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$1,362		$655				$2,017
Cost of products sold, excluding depreciation
and amortization		($6	)	1,140		520				1,654
Depreciation and amortization				52		23				75
Gross profit		6		170		112				288
Selling and administrative expense				75		27				102
Gain on sale of assets and provision for asset impairments, net				(10	)	(7	)			(17	)
Loss from early extinguishments of debt				2						2
Net interest expense		30		62		1				93
Technology royalty				(9	)	9
Translation and exchange adjustments		17		30		18				65
Income / (loss) before income taxes,
minority interests and equity earnings		(41	)	20		64				43
Provision/(benefit) for income taxes		(1	)	(13	)	22				8
Equity earnings/(loss)	$28	63		(5	)			($86	)
Income before minority interests and equity earnings	28	23		28		42		(86	)	35
Minority interests and equity earnings						(7	)			(7	)
Net income	$28	$23		$28		$35		($86	)	$28

15

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended June 30, 2004
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$1,255		$581				$1,836
Cost of products sold, excluding depreciation
and amortization		($10	)	1,050		461				1,501
Depreciation and amortization				51		25				76
Gross profit		10		154		95				259
Selling and administrative expense		(1	)	67		24				90
Net interest expense		31		55		2				88
Technology royalty				(7	)	7
Translation and exchange adjustments		11		9		3				23
Income / (loss) before income taxes,
minority interests and equity earnings		(31	)	30		59				58
Provision for income taxes				1		15				16
Equity earnings	$36	67		5				($108	)
Income before minority interests and equity earnings	36	36		34		44		(108	)	42
Minority interests and equity earnings				2		(8	)			(6	)
Net income	$36	$36		$36		$36		($108	)	$36

16

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2005
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$2,536		$1,184				$3,720
Cost of products sold, excluding depreciation
and amortization		($10	)	2,134		954				3,078
Depreciation and amortization				102		45				147
Gross profit		10		300		185				495
Selling and administrative expense				147		51				198
Gain on sale of assets and provision for asset impairments, net				(10	)	(12	)			(22	)
Loss from early extinguishments of debt				2						2
Net interest expense		61		120		4				185
Technology royalty				(15	)	15
Translation and exchange adjustments		26		40		29				95
Income / (loss) before income taxes,
minority interests and equity earnings		(77	)	16		98				37
Provision / (benefit) for income taxes				(21	)	29				8
Equity earnings / (loss)	$18	105		(19	)			($104	)
Income before minority interests and equity earnings	18	28		18		69		(104	)	29
Minority interests and equity earnings						(11	)			(11	)
Net income	$18	$28		$18		$58		($104	)	$18

17

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2004
(in millions)

	Parent	Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net sales				$2,392		$1,067				$3,459
Cost of products sold, excluding depreciation
and amortization		($15	)	2,026		851				2,862
Depreciation and amortization				105		48				153
Gross profit		15		261		168				444
Selling and administrative expense				138		44				182
Loss from early extinguishments of debt				1		3				4
Net interest expense		62		117		(3	)			176
Technology royalty				(13	)	13
Translation and exchange adjustments		24		(6	)	9				27
Income / (loss) before income taxes,
minority interests and equity earnings		(71	)	24		102				55
Provision / (benefit) for income taxes				(5	)	29				24
Equity earnings / (loss)	$20	121		(11	)			($130	)
Income before minority interests and equity earnings	20	50		18		73		(130	)	31
Minority interests and equity earnings				2		(13	)			(11	)
Net income	$20	$50		$20		$60		($130	)	$20

18

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of June 30, 2005
(in millions)

	Parent	Issuer	Guarantors		Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents		$14	$80		$171			$265
Receivables, net		3	336		648			987
Intercompany receivables		1	53		36	($90	)
Inventories			603		406			1,009
Prepaid expenses and other current assets	$1		47		24			72
Total current assets	1	18	1,119		1,285	(90	)	2,333
Intercompany debt receivables	11	2,620	1,485		880	(4,996	)
Investments			76		8			84
Investments in subsidiaries	164	3,046	(21	)		(3,189	)
Goodwill			1,824		597			2,421
Property, plant and equipment, net			1,209		589			1,798
Other non-current assets		69	906		40			1,015
Total	$176	$5,753	$6,598		$3,399	($8,275	)	$7,651
Liabilities and shareholders’ equity
Current liabilities
Short-term debt			$19		$28			$47
Current maturities of long-term debt			1		24			25
Accounts payable and accrued liabilities	$15	$86	1,182		628			1,911
Intercompany payables			36		54	($90	)
Income taxes payable		5	33		22			60
Total current liabilities	15	91	1,271		756	(90	)	2,043
Long-term debt, excluding current maturities		2,684	885		66			3,635
Long-term intercompany debt		1,431	2,802		763	(4,996	)
Postretirement and pension liabilities			966		15			981
Other non-current liabilities		11	510		125			646
Minority interests					185			185
Commitments and contingent liabilities
Shareholders’ equity	161	1,536	164		1,489	(3,189	)	161
Total	$176	$5,753	$6,598		$3,399	($8,275	)	$7,651

19

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2004
(in millions)

	Parent	Issuer	Guarantors	Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents		$1	$168	$302			$471
Receivables, net		6	362	532			900
Intercompany receivables		1	53	37	($91	)
Inventories			556	338			894
Prepaid expenses and other current assets			59	19			78
Total current assets		8	1,198	1,228	(91	)	2,343
Intercompany debt receivables	$22	2,648	1,378	898	(4,946	)
Investments			75	10			85
Investments in subsidiaries	272	3,254	17		(3,543	)
Goodwill		1	1,931	660			2,592
Property, plant and equipment, net			1,329	673			2,002
Other non-current assets		84	978	41			1,103
Total	$294	$5,995	$6,906	$3,510	($8,580	)	$8,125
Liabilities and shareholders’ equity
Current liabilities
Short-term debt			$10	$41			$51
Current maturities of long-term debt			2	23			25
Accounts payable and accrued liabilities	$17	$94	1,237	595			1,943
Intercompany payables			37	54	($91	)
Income taxes payable			37	24			61
Total current liabilities	17	94	1,323	737	(91	)	2,080
Long-term debt, excluding current maturities		2,794	935	67			3,796
Long-term intercompany debt		1,419	2,786	741	(4,946	)
Postretirement and pension liabilities			1,003	16			1,019
Other non-current liabilities		25	587	140			752
Minority interests				201			201
Commitments and contingent liabilities
Shareholders’ equity	277	1,663	272	1,608	(3,543	)	277
Total	$294	$5,995	$6,906	$3,510	($8,580	)	$8,125

20

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2005
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by /(used for) operating activities	($3	)	($71	)	($37	)	$58				($53	)
Cash flows from investing activities
Capital expenditures					(53	)	(18	)			(71	)
Proceeds from sale of property, plant and equipment					14		8				22
Intercompany investing activities			37		14				($51	)
Other, net							(7	)			(7	)
Net cash provided by / (used for) investing activities			37		(25	)	(17	)	(51	)	(56	)
Cash flows from financing activities
Proceeds from long-term debt							10				10
Payments of long-term debt					(71	)	(1	)			(72	)
Net change in short-term debt					35		(18	)			17
Net change in long-term intercompany balances	11		47		29		(87	)
Common stock repurchased	(14	)									(14	)
Common stock issued	6										6
Dividends paid					(15	)	(36	)	51
Minority dividends, net of contributions							(28	)			(28	)
Net cash provided by / (used for) financing activities	3		47		(22	)	(160	)	51		(81	)
Effect of exchange rate changes on cash and cash equivalents					(4	)	(12	)			(16	)
Net change in cash and cash equivalents			13		(88	)	(131	)			(206	)
Cash and cash equivalents at January 1			1		168		302				471
Cash and cash equivalents at June 30	$0		$14		$80		$171		$0		$265

21

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2004
(in millions)

	Parent		Issuer		Guarantors		Non Guarantors		Eliminations		Total Company
Net cash provided by /(used for) operating activities	$2		($50	)	($59	)	$41				($66	)
Cash flows from investing activities
Capital expenditures					(51	)	(15	)			(66	)
Proceeds from sale of property, plant and equipment					2		3				5
Intercompany investing activities			415		422		30		($867	)
Other, net					4		(10	)			(6	)
Net cash provided by / (used for) investing activities			415		377		8		(867	)	(67	)
Cash flows from financing activities
Proceeds from long-term debt							1				1
Payments of long-term debt					(21	)	(114	)			(135	)
Net change in short-term debt			7		114		14				135
Net change in long-term intercompany balances	(3	)	28		(444	)	419
Common stock issued	1										1
Dividends paid			(400	)	(34	)	(433	)	867
Minority dividends, net of contributions							(17	)			(17	)
Net cash used for financing activities	(2	)	(365	)	(385	)	(130	)	867		(15	)
Effect of exchange rate changes on cash and cash equivalents					(1	)	(1	)			(2	)
Net change in cash and cash equivalents					(68	)	(82	)			(150	)
Cash and cash equivalents at January 1			5		118		278				401
Cash and cash equivalents at June 30	$0		$5		$50		$196		$0		$251

22

Crown Holdings, Inc.

Crown Cork & Seal Company, Inc. (Issuer), a 100% owned subsidiary, has outstanding registered debt that is fully and unconditionally guaranteed by Crown Holdings, Inc. (Parent). No other subsidiary guarantees the debt. The following condensed combining financial statements:

     •      statements of operations for the three and six months ended June 30, 2005 and 2004,

     •      balance sheets as of June 30, 2005 and December 31, 2004 and

     •      cash flows for the six months ended June 30, 2005 and 2004

are presented on the following pages to comply with the Company’s requirements under Rule 3-10 of Regulation S-X.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended June 30, 2005
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$2,017				$2,017
Cost of products sold, excluding depreciationand amortization				1,654				1,654
Depreciation and amortization				75				75
Gross profit				288				288
Selling and administrative expense		$1		101				102
Gain on sale of assets and provision for asset impairments, net				(17	)			(17	)
Loss from early extinguishments of debt				2				2
Net interest expense		81		12				93
Translation and exchange adjustments				65				65
Income / (loss) before income taxes, minority interests and equity earnings		(82	)	125				43
Provision / (benefit) for income taxes		(31	)	39				8
Equity earnings	$28	75				($103	)
Income before minority interests and equity earnings	28	24		86		(103	)	35
Minority interests and equity earnings		4		(11	)			(7	)
Net income	$28	$28		$75		($103	)	$28

23

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the three months ended June 30, 2004
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$1,836				$1,836
Cost of products sold, excluding depreciation and amortization				1,501				1,501
Depreciation and amortization				76				76
Gross profit				259				259
Selling and administrative expense		$2		88				90
Net interest expense		80		8				88
(Gain) / loss on sale of assets		1		(1	)
Translation and exchange adjustments				23				23
Income / (loss) before income taxes, minority interests and equity earnings		(83	)	141				58
Provision / (benefit) for income taxes		(37	)	53				16
Equity earnings	$36	77				($113	)
Income before minority interests and equity earnings	36	31		88		(113	)	42
Minority interests and equity earnings		5		(11	)			(6	)
Net income	$36	$36		$77		($113	)	$36

24

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2005
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$3,720				$3,720
Cost of products sold, excluding depreciation and amortization				3,078				3,078
Depreciation and amortization				147				147
Gross profit				495				495
Selling and administrative expense		$3		195				198
Gain on sale of assets and provision for asset impairments, net				(22	)			(22	)
Loss from early extinguishments of debt				2				2
Net interest expense		162		23				185
Translation and exchange adjustments				95				95
Income / (loss) before income taxes, minority interests and equity earnings		(165	)	202				37
Provision / (benefit) for income taxes		(58	)	66				8
Equity earnings	$18	118				($136	)
Income before minority interests and equity earnings	18	11		136		(136	)	29
Minority interests and equity earnings		7		(18	)			(11	)
Net income	$18	$18		$118		($136	)	$18

25

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF OPERATIONS

For the six months ended June 30, 2004
(in millions)

	Parent	Issuer		Non Guarantors		Eliminations		Total Company
Net sales				$3,459				$3,459
Cost of products sold, excluding depreciation and amortization				2,862				2,862
Depreciation and amortization				153				153
Gross profit				444				444
Selling and administrative expense		$2		180				182
(Gain) / loss on sale of assets, net		1		(1	)
Loss from early extinguishments of debt		1		3				4
Net interest expense		157		19				176
Translation and exchange adjustments				27				27
Income / (loss) before income taxes, minority interests and equity earnings		(161	)	216				55
Provision / (benefit) for income taxes		(49	)	73				24
Equity earnings	$20	125				($145	)
Income before minority interests and equity earnings	20	13		143		(145	)	31
Minority interests and equity earnings		7		(18	)			(11	)
Net income	$20	$20		$125		($145	)	$20

26

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of June 30, 2005
(in millions)

	Parent	Issuer	Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents			$265			$265
Receivables, net			987			987
Inventories			1,009			1,009
Prepaid expenses and other current assets	$1		71			72
Total current assets	1		2,332			2,333
Intercompany debt receivables	11		3,330	($3,341	)
Investments	164	$4,439	28	(4,547	)	84
Goodwill			2,421			2,421
Property, plant and equipment, net			1,798			1,798
Other non-current assets		9	1,006			1,015
Total	$176	$4,448	$10,915	($7,888	)	$7,651
Liabilities and shareholders’ equity
Current liabilities
Short-term debt		$1	$46			$47
Current maturities of long-term debt			25			25
Accounts payable and accrued liabilities	$15	46	1,850			1,911
Income taxes payable			60			60
Total current liabilities	15	47	1,981			2,043
Long-term debt, excluding current maturities		698	2,937			3,635
Long-term intercompany debt		3,341		($3,341	)
Postretirement and pension liabilities			981			981
Other non-current liabilities		198	448			646
Minority interests			185			185
Commitments and contingent liabilities
Shareholders’ equity	161	164	4,383	(4,547	)	161
Total	$176	$4,448	$10,915	($7,888	)	$7,651

27

Crown Holdings, Inc.

CONDENSED COMBINING BALANCE SHEET

As of December 31, 2004
(in millions)

	Parent		Issuer	Non Guarantors	Eliminations		Total Company
Assets
Current assets
Cash and cash equivalents				$471			$471
Receivables, net				900			900
Inventories				894			894
Prepaid expenses and other current assets				78			78
Total current assets				2,343			2,343
Intercompany debt receivables	$22			3,204	($3,226	)
Investments	272		$4,444	30	(4,661	)	85
Goodwill				2,592			2,592
Property, plant and equipment, net				2,002			2,002
Other non-current assets			9	1,094			1,103
Total	$294		$4,453	$11,265	($7,887	)	$8,125
Liabilities and shareholders’ equity
Current liabilities
Short-term debt				$51			$51
Current maturities of long-term debt			$1	24			25
Accounts payable and accrued liabilities	$17		49	1,877			1,943
Income taxes payable				61			61
Total current liabilities	17		50	2,013			2,080
Long-term debt, excluding current maturities			698	3,098			3,796
Long-term intercompany debt			3,226		($3,226	)
Postretirement and pension liabilities				1,019			1,019
Other non-current liabilities			207	545			752
Minority interests				201			201
Commitments and contingent liabilities
Shareholders’ equity	277		272	4,389	(4,661	)	277
Total	$294	)	$4,453	$11,265	($7,887	)	$8,125

28

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2005
(in millions)

	Parent		Issuer		Non Guarantors		Eliminations		Total Company
Net cash provided by / (used for) operating activities	($3	)	($117	)	$67				($53	)
Cash flows from investing activities
Capital expenditures					(71	)			(71	)
Proceeds from sale of property, plant and equipment					22				22
Intercompany investing activities			3				($3	)
Other, net					(7	)			(7	)
Net cash provided by / (used for) investing activities			3		(56	)	(3	)	(56	)
Cash flows from financing activities
Proceeds from long-term debt					10				10
Payments of long-term debt					(72	)			(72	)
Net change in short-term debt					17				17
Net change in long-term intercompany balances	11		114		(125	)
Common stock repurchased	(14	)							(14	)
Common stock issued	6								6
Dividends paid					(3	)	3
Minority dividends, net of contributions					(28	)			(28	)
Net cash provided by / (used for)financing activities	3		114		(201	)	3		(81	)
Effect of exchange rate changes on cash and cash equivalents					(16	)			(16	)
Net change in cash and cash equivalents					(206	)			(206	)
Cash and cash equivalents at January 1					471				471
Cash and cash equivalents at June 30	$0		$0		$265		$0		$265

29

Crown Holdings, Inc.

CONDENSED COMBINING STATEMENT OF CASH FLOWS

For the six months ended June 30, 2004
(in millions)

	Parent		Issuer		Non Guarantors		Eliminations		Total Company
Net cash provided by / (used for) operating activities	$2		($119	)	$51				($66	)
Cash flows from investing activities
Capital expenditures					(66	)			(66	)
Proceeds from sale of property, plant and equipment					5				5
Intercompany investing activities			403		(398	)	($5	)
Other, net			4		(10	)			(6	)
Net cash provided by / (used for) investing activities			407		(469	)	(5	)	(67	)
Cash flows from financing activities
Proceeds from long-term debt					1				1
Payments of long-term debt			(22	)	(113	)			(135	)
Net change in short-term debt					135				135
Net change in long-term intercompany balances	(3	)	(264	)	267
Common stock issued	1								1
Dividends paid					(5	)	5
Minority dividends, net of contributions					(17	)			(17	)
Net cash provided by / (used for) financing activities	(2	)	(286	)	268		5		(15	)
Effect of exchange rate changes on cash and cash equivalents					(2	)			(2	)
Net change in cash and cash equivalents			2		(152	)			(150	)
Cash and cash equivalents at January 1					401				401
Cash and cash equivalents at June 30	$0		$2		$249		$0		$251

30

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions)

Introduction

The following discussion presents management’s analysis of the results of operations for the three and six months ended June 30, 2005 compared to the corresponding periods in 2004 and the changes in financial condition and liquidity from December 31, 2004. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the year ended December 31, 2004 along with the consolidated financial statements and related notes included in and referred to within this report.

Executive Overview

The Company’s principal areas of focus include improving segment income, reducing debt and reducing asbestos–related costs. Segment income is defined by the Company as net sales less cost of products sold, depreciation and amortization, selling and administrative expenses and provision for restructuring.

Improving segment income is primarily dependent on the Company’s ability to increase revenues and manage costs. Key strategies for building and expanding the business include targeting geographic markets with strong growth potential, such as, Asia, Latin America, the Middle East and southern and central Europe, improving selling prices in certain product lines and developing innovative packaging products using proprietary technology. The Company’s cost control efforts focus on improving operating efficiencies and managing material and labor costs, including pension and benefit costs. The Company operates globally and has significant revenues, income, cash flow and debt denominated in currencies other than the U.S. dollar.

The reduction of debt remains a principal strategic goal of the Company and is primarily dependent upon the Company’s ability to generate cash flow from operations. In addition, the Company may consider divestitures from time to time. The Company’s total debt of $3,707 at June 30, 2005 decreased $197 from $3,904 at June 30, 2004.

The Company seeks to reduce its asbestos–related costs through prudent case management. Asbestos–related payments were $41 in 2004 and $10 for the first six months of 2005, and the Company expects to pay approximately $30 for the full year of 2005.

Results of Operations

Net Sales

Net sales in the second quarter of 2005 were $2,017, an increase of $181 or 9.9% compared to net sales of $1,836 for the same period in 2004. Net sales in the first six months of 2005 were $3,720, an increase of $261 or 7.5% compared to net sales of $3,459 for the same period in 2004. Sales from U.S. operations accounted for 29.3% of consolidated net sales in the first six months of 2005 compared to 30.1% for the same period in 2004. Sales of beverage cans and ends accounted for 38.1% and sales of food cans and ends accounted for 29.8% of consolidated net sales in the first six months of 2005 compared to 37.4% and 30.6%, respectively, in 2004.

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Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

An analysis of comparative segment net sales follows:

	Net Sales				Percentage Change
	Second Quarter		Six Months Ended		Second	Six
	2005	2004	2005	2004	Quarter	Months
Segment:
Americas	$   808	$   748	$1,477	$1,388	8.0%	6.4%
Europe	1,097	996	2,026	1,895	10.1%	6.9%
Asia-Pacific	112	92	217	176	21.7%	23.3%
	$2,017	$1,836	$3,720	$3,459	9.9%	7.5%

Net sales in the Americas segment for the second quarter of 2005 were $808, an increase of $60 or 8.0% compared to net sales of $748 in the second quarter of 2004. Net sales for the first six months of 2005 were $1,477, an increase of $89 or 6.4% compared to net sales of $1,388 in the first six months of 2004. The increase in net sales for the second quarter and first six months of 2005 was primarily due to the pass–through of higher steel and aluminum costs to customers.

Net sales in the European segment for the second quarter of 2005 were $1,097, an increase of $101 or 10.1% compared to net sales of $996 in the second quarter of 2004. Net sales for the first six months of 2005 were $2,026, an increase of $131 or 6.9% compared to net sales of $1,895 in the first six months of 2004. The increase in net sales for the second quarter and the first six months of 2005 was primarily due to the favorable impact of currency translation from the strengthening of the euro and sterling against the U.S. dollar, including $41 for the quarter and $77 for the first six months, and the pass–through of higher steel and aluminum costs to customers.

Net sales in the Asia–Pacific segment for the second quarter of 2004 were $112, an increase of $20 or 21.7% compared to net sales of $92 in the second quarter of 2004. Net sales for the first six months of 2005 were $217, an increase of $41 or 23.3% compared to $176 in the first six months of 2004. The increase in net sales for the second quarter and first six months of 2005 was primarily due to increased beverage can volumes in China and Southeast Asia.

Cost of Products Sold (Excluding Depreciation and Amortization)

Cost of products sold, excluding depreciation and amortization, was $1,654 and $3,078 for the three and six months ended June 30, 2005, increases of $153 and $216 compared to $1,501 and $2,862 for the same periods in 2004. The increases were primarily due to the impact of currency translation of approximately $47 for the quarter and $86 for the six months, and higher material costs for steel and aluminum.

As a percentage of net sales, cost of products sold, excluding depreciation and amortization, was 82.0% and 82.7% for the three and six months ended June 30, 2005 compared to 81.8% and 82.7% for the same periods in 2004.

As a result of steel price increases, the Company in 2005 has implemented significant price increases in all of its steel product categories. To date, the impact on the Company’s earnings has not been material as a result of the pass–through of increased costs to customers. However, there can be no assurance that the Company will be able to fully recover from its customers the impact of steel surcharges or price increases. In addition, if the Company is unable to purchase steel for a significant period of time, the Company’s steel–consuming operations would be disrupted. The Company is continuing to monitor this situation and the effect on its operations.

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Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Depreciation and Amortization

Depreciation and amortization was $75 and $147 in the second quarter and six months of 2005, decreases of $1 or 1.3% and $6 or 3.9% from the prior year periods. The decreases were primarily due to lower capital spending in recent years, offset by increases of $2 and $4 due to currency translation for the second quarter and six months, respectively. The effect of currency translation was primarily due to the strengthening of the euro and sterling against the U.S. dollar.

Selling and Administrative Expense

Selling and administrative expense was $102 in the second quarter of 2005 compared to $90 for the same period in 2004. The increase was primarily due to $2 of currency translation in Europe due to the stronger euro and sterling against the U.S. dollar, and increased compensation costs. As a percentage of net sales, selling and administrative expense was 5.1% for the three months ended June 30, 2005 compared to 4.9% for the same period in 2004.

Selling and administrative expense was $198 in the first six months of 2005 compared to $182 for the same period in 2004. The increase was primarily due to $4 of currency translation in Europe due to the stronger euro and sterling against the U.S. dollar, and increased compensation costs. As a percentage of net sales, selling and administrative expense was 5.3% for the six month periods ended June 30, 2005 and 2004.

Segment Income

Note M to the consolidated financial statements provides a reconciliation of consolidated segment income (a non-GAAP measure consisting of net sales less cost of products sold, depreciation and amortization, selling and administrative expense, and provision for restructuring) to income before income taxes, minority interests and equity earnings.

Consolidated segment income was $186 and $297 in the second quarter and six months of 2005 compared to $169 and $262 in the quarter and six months ended June 30, 2004. As a percentage of consolidated net sales, segment income was 9.2% and 8.0% in the second quarter and six months of 2005 compared to 9.2% and 7.6% for the same periods in 2004.

An analysis of segment income follows:

	Segment Income								Percentage Change
	Second Quarter				Six Months Ended				Second		Six
	2005		2004		2005		2004		Quarter		Months
Segment:
Americas	$  65		$  60		$  107		$  87		8.3%		23.0%
Europe	131		117		211		197		12.0%		7.1%
Asia-Pacific	15		14		29		26		7.1%		11.5%
Corporate	(    25	)	(    22	)	(    50	)	(    48	)	(13.6%	)	(  4.2%	)
	$186		$169		$297		$262		10.1%		13.4%

Americas segment income, as a percentage of net sales, was 8.0% and 7.2% in the second quarter and first six months of 2005 compared to 8.0% and 6.3% for the same periods in 2004. The increases in segment income and percentage margin in 2005 were primarily due to increased operating efficiencies and productivity.

33

Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

European segment income, as a percentage of net sales, was 11.9% and 10.4% in the second quarter and first six months of 2005 compared to 11.7% and 10.4% for the same periods in 2004. The increases in segment income and percentage margin in 2005 were primarily due to increased operating efficiencies and productivity, and stronger foreign currencies.

The improvement in Asia–Pacific segment income for the quarter and first six months was primarily due to increased beverage can volumes in China and Southeast Asia.

Gain on Sale of Assets and Provision for Asset Impairments

During the first six months of 2005, the Company recognized a net gain of $22 relating to asset disposals and impairments. The gain of $22 included $16 for asset disposals and $7 for the reversal of a provision in Asia, offset by $1 for asset impairments in the U.S. In Asia, the Company received a waiver of a local requirement to divest a portion of one of its subsidiaries and, accordingly, reversed its provision for the expected loss upon divestiture. During the first six months of 2004, the Company sold various assets for $5 and had no total net gain or loss.

Gain / Loss from Early Extinguishments of Debt

During the second quarter of 2005, the Company recognized a loss of $2 before tax in Europe in connection with the repurchase of certain unsecured notes. During the first quarter of 2004, the Company recognized a loss of $4 before tax, primarily in Europe, in connection with the repurchase of certain unsecured notes.

Interest Expense

Interest expense increased $6 and $10, respectively, for the three and six months ended June 30, 2005 versus the same periods in 2004. The increases were due to increased borrowing rates, partially offset by lower average debt outstanding.

Translation and Exchange Adjustments

The results for the six months ended June 30, 2005 included net foreign exchange losses of $95 compared to net losses of $27 for the same period in 2004. The majority of the U.S. dollar debt from the Company’s 2003 refinancing was issued by its European subsidiaries, and the losses result from exchange rate movements on that debt. The European subsidiaries continue to have significant unhedged currency exposure which may result in future foreign exchange gains or losses. The Company may hedge a portion of these exposures in the future through derivative instruments or intercompany loans. Further discussion of the potential impact on earnings from the 2003 refinancing is provided in Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

Taxes on Income

The second quarter of 2005 included a tax charge of $8 on pre–tax income of $43 for an effective rate of 18.6%. The difference of $7 between the pre-tax income at the U.S. statutory rate of 35% or $15, and the total tax charge of $8 was primarily due to (i) benefits of $6 from lower non–U.S. tax rates in certain jurisdictions, and (ii) a benefit of $6 from the carryback of a prior U.S. tax loss that had a valuation allowance, partially offset by (iii) charges of $3 for withholding taxes.

The first six months of 2005 included a tax charge of $8 on pre–tax income of $37 for an effective rate of 21.6%. The difference of $5 between the pre–tax income at the U.S. statutory rate of 35%, or $13, and the total tax charge of $8 was primarily due to (i) benefits of $13 from lower non–U.S. tax rates in certain jurisdictions, and (ii) a benefit of $6 from the carryback of a prior U.S. tax loss that had a valuation allowance, partially offset by (iii) charges of $5 for withholding taxes and $7 for net valuation allowance adjustments.

34

Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Minority Interests and Equity Earnings

The charge for minority interests, net of equity earnings, increased $1 in the second quarter of 2005 compared to the same period of 2004. The increase for the second quarter of 2005 was primarily due to increased minority earnings in the beverage can operations in South America.

Liquidity and Capital Resources

Cash from Operations

Cash of $53 was used for operating activities in the first six months of 2005 compared to $66 during the same period in 2004. Cash from operating activities included the positive effect of the sale of receivables of $127 in 2005 and $23 in 2004. The improvement of $104 due to the increased sale of receivables was partially offset by $91 of decreases, including increased pension contributions of $19, payments of $30 to exit interest rate swaps, and higher working capital.

The increase in the sale of receivables in 2005 was primarily due to the Company’s new €120 securitization facility in the U.K. and France, as discussed under Note F to the consolidated financial statements, which information is incorporated herein by reference.

Investing Activities

Investing activities used cash of $56 during the first six months of 2005 compared to cash used of $67 in the prior year period. The reduction in cash used for investing activities was primarily due to $22 of asset sale proceeds in 2005 compared to $5 in 2004.

Financing Activities

Financing activities used cash of $81 during the first six months of 2005 compared to cash used of $15 during the same period in 2004. The increase in cash used by financing activities compared to 2004 was primarily due to the repurchase of $70 of notes due in 2006.

During the first six months of 2005, the Company repurchased approximately 850,000 shares of its common stock for $14.

Refinancing Activities

On February 26, 2003, the Company completed a refinancing consisting of the sale of $1,085 of 9.5% second priority senior secured notes due 2011, €285 of 10.25% second priority senior secured notes due in 2011, $725 of 10.875% third priority senior secured notes due in 2013, $504 of first priority term loans due in 2008 and a $550 first priority revolving credit facility due in 2006. Proceeds were used to repay the Company’s previous credit facility, repurchase and repay a portion of the Company’s outstanding unsecured notes and pay fees and expenses associated with the refinancing.

In September 2004, the Company completed an additional refinancing consisting of the sale of €350 of 6.25% first priority senior secured notes due 2011 and a new $625 senior secured credit facility. The new facility included a $400 revolving credit facility, a $100 standby letter of credit facility due in 2010 and a $125 term loan facility due in 2011. In October 2004, the Company completed an add–on issuance of €110 of 6.25% first priority senior secured notes due 2011, bringing the total of the two issuances to €460. The €350 of proceeds from the first issuance combined with the new $625 senior secured credit facility was used to refinance the existing credit and term loan facilities entered into in February, 2003, and to pay fees and expenses associated with the refinancing. The €110 of proceeds from the second issuance was used to repay the $125 term loan from September 2004 and to pay expenses associated with the issuance.

As of June 30, 2005, the Company had $380 of borrowing capacity available under its revolving credit facility, equal to the total facility of $400 less $20 of borrowings. The Company also had $20 of standby letters of credit capacity equal to $100 less $80 of standby letters of credit outstanding.

35

Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Further information relating to the Company’s liquidity and capital resources is set forth under Note F to the consolidated financial statements, which information is incorporated herein by reference.

Contractual Obligations

Purchase obligations, covering new agreements for raw materials and energy, increased by $96 in 2005 and $48 in 2006 above the amounts provided within Part I, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the “Liquidity and Capital Resources” section of the Company’s Annual Report on Form 10–K for the year ended December 31, 2004.

Commitments and Contingent Liabilities

Information regarding the Company’s commitments and contingent liabilities appears in Part I within Item 1 of this report under Notes I and J to the consolidated financial statements, which information is incorporated herein by reference.

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require that management make numerous estimates and assumptions. Actual results could differ from these estimates and assumptions, impacting the reported results of operations and financial condition of the Company. Management’s Discussion and Analysis and Note A to the consolidated financial statements contained in the Company’s Annual Report on Form 10–K for the year ended December 31, 2004 describe the significant accounting estimates and policies used in the preparation of the consolidated financial statements. There have been no significant changes in the Company’s critical accounting policies during the first six months of 2005.

Recent Accounting Pronouncements

In December 2004, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004) (“FAS 123(R)”), “Share–Based Payment.” FAS 123(R) replaces SFAS No. 123 (“FAS 123”), “Accounting for Stock–Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” FAS 123(R) requires that the cost of share–based payments to employees, including grants of employee stock options, be recognized in the financial statements based on their grant–date fair values. The pro forma disclosures previously permitted under FAS 123 will no longer be an alternative to financial statement recognition. Under FAS 123(R), the Company must select an appropriate valuation model to calculate the fair value of its share–based payments for awards made subsequent to adoption of the standard, and a transition method for recognizing compensation expense. Valuations of awards granted prior to adoption of the standard have been and will be calculated using the Black–Scholes Option Pricing model. Upon adoption of the standard, these prior valuations will not be reassessed. The transition methods provided in the standard include modified prospective and retrospective options. Under the modified prospective method, compensation expense for all unvested stock awards, measured by the grant–date fair value of the awards, will be charged to earnings prospectively over the remaining vesting period, based on the estimated number of awards that are expected to vest. Under the retrospective method, prior reporting periods back to the date of issuance of FAS 123 may be restated. The restatement of prior periods under the retrospective method will be based on the amounts previously recognized in the pro forma disclosures required by the original provisions of FAS 123. The Company is currently evaluating the requirements of FAS 123(R) and intends to adopt the new standard on January 1, 2006, the amended effective date set for public companies by the U.S. Securities and Exchange Commission.

In May 2005, the FASB issued SFAS No. 154 (“FAS 154”), “Accounting Changes and Error Corrections, a Replacement of APB No. 20 and FASB Statement No. 3.” FAS 154 requires retrospective application, with minor exceptions, to prior periods’ financial statements of changes in accounting principle. The Statement applies primarily to voluntary changes in accounting principle. The Statement also requires that a change in depreciation, amortization or depletion method for long–lived non–financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. FAS 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005.

36

Crown Holdings, Inc.

Item 2. Management’s Discussion and Analysis (Continued)

Forward Looking Statements

Statements included herein in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including, but not limited to, in the Cost of Products Sold section and in the discussions of asbestos in Note I, commitments and contingencies in Note J and pension and other postretirement benefits in Note L to the consolidated financial statements included in this Quarterly Report on Form 10–Q and also in Part I, Item 1: “Business” and Item 3: “Legal Proceedings” and in Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2004, which are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto), are “forward–looking statements” within the meaning of the federal securities laws. In addition, the Company and its representatives may from time to time, make oral or written statements which are also “forward–looking statements.”

These forward–looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and, therefore, involve a number of risks and uncertainties. Management cautions that forward–looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward–looking statements.

While the Company periodically reassesses material trends and uncertainties affecting the Company’s results of operations and financial condition in connection with the preparation of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and certain other sections contained in the Company’s quarterly, annual or other reports filed with the Securities and Exchange Commission (“SEC”), the Company does not intend to review or revise any particular forward–looking statement in light of future events.

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company’s Annual Report on Form 10–K for the year ended December 31, 2004 within Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward Looking Statements” and is incorporated herein by reference. Some of the factors are also discussed elsewhere in this Form 10–Q and in prior Company filings with the SEC. In addition, other factors have been or may be discussed from time to time in the Company’s SEC filings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Following its refinancing in 2003, the Company has significant U.S. dollar exposure in Europe which may result in future material foreign exchange adjustments to earnings. As of June 30, 2005, the Company had approximately $1.3 billion of net U.S. dollar–denominated liability exposure in its European subsidiaries, including approximately $0.9 billion in subsidiaries with the euro as their functional currency and approximately $0.4 billion in subsidiaries with the pound sterling as their functional currency. In addition, a euro functional currency subsidiary had a Canadian dollar asset exposure of approximately $0.5 billion from an intercompany loan. Based on the exposures at June 30, 2005, a one percentage change in the functional currencies against the exposure would result in an exchange gain or loss of approximately $8 million before tax.

As of June 30, 2005, the Company had approximately $0.2 billion principal floating interest rate debt. A change of .25% in these floating interest rates would change annual interest expense by approximately $0.5 million before tax. The amount of floating debt has decreased from approximately $1.0 billion at December 31, 2004 primarily because the Company terminated $900 notional value of interest rate swaps during 2005.

37

Crown Holdings, Inc.

Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10–Q, management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, and as of the end of the quarter for which this report is made, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information to be disclosed in the reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

There has been no change in internal control over financial reporting that occurred during the quarter ended June 30, 2005, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

38

Crown Holdings, Inc.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding the Company’s potential asbestos–related liabilities and certain other matters, see Note I entitled “Asbestos–Related Liabilities” and Note J entitled “Commitments and Contingent Liabilities,” respectively, to the consolidated financial statements within Item 1 of this Quarterly Report on Form 10–Q, which information is incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 5. Other Information

None.

Item 6. Exhibits

10.a.	Master Definitions Agreement, dated June 21, 2005, between France Titrisation, as Management Company, BNP Paribas, as Custodian Calculation Agent, FCC Account Bank, Liquidity Facility Provider and Swap Counterparty, Eliopée Limited, as Eliopée, GE Factofrance, as Back-up Servicer, Crown European Holdings, as Parent Company, the Entities listed in Schedule, as Sellers or Servicers, CROWN Emballage France SAS, as French Administrative Agent and CROWN Packaging UK PLC, as English Administrative Agent.
10.b.	Master Receivables Transfer and Servicing Agreement, dated June 21, 2005, between France Titrisation, as Management Company, BNP Paribas, as Custodian, the Entities listed in Schedule 1 of Appendix 1, as Sellers or Servicers, CROWN Emballage France SAS, as French Administrative Agent and CROWN Packaging UK PLC, as English Administrative Agent.
31.1.	Certification of Chief Executive Officer pursuant to Rule 13a–14(a) or 15d–14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
31.2.	Certification of Chief Financial Officer pursuant to Rule 13a–14(a) or 15d–14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
32.	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002, executed by John W. Conway, Chairman of the Board, President and Chief Executive Officer of Crown Holdings, Inc. and Alan W. Rutherford, Vice Chairman of the Board, Executive Vice President and Chief Financial Officer of Crown Holdings, Inc.

39

Crown Holdings, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Crown Holdings, Inc.
	Registrant
By:	/s/ Thomas A. Kelly
	Thomas A. Kelly
	Vice President and Corporate Controller

Date:  August 4, 2005

40

EX-10

                                                                    Exhibit 10.a

THIS MASTER DEFINITIONS AGREEMENT is made on 21 June 2005

BETWEEN:

(1)        FRANCE TITRISATION,  a societe anonyme incorporated under the laws of
           France,  licensed by the Autorite des marches financiers as a societe
           de  gestion,  whose  registered  office is located  at 41,  avenue de
           l'Opera,  75002  Paris  (France),   registered  with  the  Trade  and
           Companies Register of Paris under number 353 053 531, represented for
           the purposes  hereof by a duly authorised  representative  whose name
           appears on the signature page,  acting for itself and for the account
           of the FCC CROWN RECEIVABLES EUROPE (the Management Company);

(2)        BNP PARIBAS, a societe anonyme incorporated under the laws of France,
           whose registered office is at 16, boulevard des Italiens, 75009 Paris
           (France),  registered with the Trade and Companies  Register of Paris
           under number 662 042 449, licensed as a credit  institution in France
           by the  Comite  des  Etablissements  de  Credit  et  des  Entreprises
           d'Investissement,  represented  for  the  purposes  hereof  by a duly
           authorised  representative  whose name appears on the signature  page
           (the  Custodian,  the  Calculation  Agent,  the FCC Account Bank, the
           Liquidity Facility Provider, the Swap Counterparty, the Administrator
           or the Letter of Credit Provider);

(3)        each of the entities listed in Part A of Schedule hereto, represented
           for the purposes  hereof by a duly  authorised  representative  whose
           name appears on the signature  page (the French Sellers or the French
           Servicers);

(4)        each of the entities listed in Part B of Schedule hereto, represented
           for the purposes  hereof by a duly  authorised  representative  whose
           name  appears  on the  signature  page (the  English  Sellers  or the
           English  Servicers,  the French  Sellers and the English  Sellers are
           hereinafter  referred to  collectively  as the Sellers and the French
           Servicers  and the  English  Servicers  are  hereinafter  referred to
           collectively as the Servicers);

(5)        CROWN  EMBALLAGE   FRANCE  SAS,  a  societe  par  action   simplifiee
           incorporated  under the laws of France,  whose  registered  office is
           located at 67, rue Arago, 93400 Saint Ouen (France),  registered with
           the Trade and Companies Register of Bobigny under number 954 200 838,
           represented   for  the   purposes   hereof   by  a  duly   authorised
           representative  whose name appears on the signature  page (the French
           Administrative Agent);

(6)        CROWN PACKAGING UK PLC, a Public Limited Company  incorporated  under
           the laws of England and Wales,  whose registered office is located at
           Downsview  Road,  Wantage,  Oxfordshire,  OX12 9BP  (United-Kingdom),
           registered  under number 178090,  represented for the purposes hereof
           by a  duly  authorised  representative  whose  name  appears  on  the
           signature  page  (the  English   Administrative   Agent,  the  French
           Administrative  Agent  and  the  English   Administrative  Agent  are
           hereinafter referred to collectively as the Administrative Agents);



(7)        CROWN EUROPEAN  HOLDINGS,  a societe anonyme  incorporated  under the
           laws of France,  whose registered office is located at 67, rue Arago,
           93400 Saint Ouen  (France),  registered  with the Trade and Companies
           Register of Bobigny  under  number 775 721 996,  represented  for the
           purposes  hereof  by a  duly  authorised  representative  whose  name
           appears on the signature page (the Parent Company);

(8)        GE  FACTOFRANCE,  a societe en nom collectif  incorporated  under the
           laws of France,  whose  registered  office is at Tour  Facto,  18 rue
           Hoche,  92988 Paris La Defense Cedex  (France),  registered  with the
           Trade and  Companies  Register of Nanterre  under number 063 802 466,
           licensed  as a  credit  institution  in  France  by  the  Comite  des
           Etablissements   de  Credit  et  des  Entreprises   d'Investissement,
           represented   for  the   purposes   hereof   by  a  duly   authorised
           representative  whose name appears on the signature page (the Back-Up
           Servicer); and

(9)        ELIOPEE LIMITED, a limited company incorporated under the laws of the
           Island of Jersey,  whose registered office is at 22 Grenville Street,
           St Helier,  Jersey JE4 8PX, registered with the Companies Register of
           Jersey under number 61259,  represented  for the purposes hereof by a
           duly  authorised  representative  whose name appears on the signature
           page (Eliopee).

                                                                          Page 2



1        INTERPRETATION

Capitalised terms in this Master Definitions  Agreement shall,  except where the
context otherwise requires, have the meanings given to them in Clause 2.1 (as it
may be  amended,  varied or  supplemented  from  time to time)  and this  Master
Definitions  Agreement  shall be construed in accordance  with the principles of
construction set out in Clause 3.

2        DEFINITIONS

2.1 In any Securitisation  Transaction  Documents or other agreement,  letter or
document  incorporating  by reference  this Master  Definitions  Agreement or to
which this Master  Definitions  Agreement is expressed to apply,  the  following
expressions shall,  except where the context otherwise requires and except where
otherwise defined therein, have the following meanings:

Absolute   Majority  means,  for  any  company  or  entity   registered  in  any
jurisdiction, directly or indirectly, more than 50% (fifty per cent) of:

(a) its share capital; and

(b) the voting rights attached to its share capital.

For the purpose of calculating the percentages of indirect  shareholding,  it is
agreed  that when a company or an entity  owns more than 50% (fifty per cent) of
the ordinary share capital or, as the case may be, of the voting rights attached
to  the  ordinary  share  capital  of an  other  company  or  entity,  the  said
percentages shall be equal to 100% (one hundred per cent);

Accelerated Amortisation Event means any of the following events:

(a) the Seller Termination Date in relation to all the Sellers has occurred; or

(b) the Servicer Termination Date in relation to all the Servicers has occurred;

Accelerated  Amortisation  Period  means the period which shall take effect upon
the  occurrence of an  Accelerated  Amortisation  Event and shall last until the
Legal Maturity Date;

Accession Letter means a letter substantially in the form set out in schedule 18
of  appendix 1 of the  Master  Receivables  Transfer  and  Servicing  Agreement,
pursuant to which an entity not listed in schedule 1 of appendix 1 of the Master
Receivables   Transfer  and   Servicing   Agreement  may   participate   to  the
Securitisation Programme and access to the status of Seller;

Acceptance  means any acceptance of a Transfer Offer delivered by the Management
Company to the  relevant  Seller or to the  relevant  Administrative  Agent,  in
accordance  with clause 3.3 of the Master  Receivables  Transfer  and  Servicing
Agreement and in the form of schedule 20 of appendix 1 of the Master Receivables
Transfer and Servicing Agreement;

                                                                          Page 3




Administrative Agent means any of:

(a)        the French Administrative Agent; and

(b)        the English Administrative Agent;

Administrative Agent Account means:

(a)        with  respect to the French  Administrative  Agent,  the bank account
           opened in its name in the books of BNP  Paribas  whose  IBAN Code is:
           FR76 3000 4021 4600 0104 4030 274;

(b)        with respect to the English  Administrative  Agent,  the bank account
           opened  in its name in the  books of  Natwest  whose  SWIFT  Code is:
           NWBKGB2L and whose IBAN Code is: GB25 NWBK 5000 0045 2689 59;

Administrative  Agent Early Amortisation Event has the meaning ascribed to it in
schedule  13 of  appendix 1 of the Master  Receivables  Transfer  and  Servicing
Agreement;

Administrative Agent Event of Default has the meaning ascribed to it in schedule
13 of appendix 1 of the Master Receivables Transfer and Servicing Agreement;

Administrative  Agent Potential Event of Default has the meaning  ascribed to it
in schedule 12 of appendix 1 of the Master  Receivables  Transfer and  Servicing
Agreement;

Administrative Agent Termination Date means the date on which:

(a)       an Administrative Agent Event of Default occurs; or

(b)       an Administrative Agent Early Amortisation Event occurs; or

(c)       the Parent Company Termination Date occurs,

provided that for the avoidance of doubt, it is expressly agreed between all the
parties to the Securitisation Programme that the representations, warranties and
undertakings  of any  Administrative  Agent  shall  survive for so long as there
continues to exist any obligations of any Administrative  Agent or any rights of
the FCC arising under any of the FCC  Transaction  Documents to which any of the
Administrative  Agents is a party which have not been  completely  discharged or
exercised;

Administrator  means BNP  Paribas  acting in its  capacity as  administrator  in
accordance with the provisions of the Administrative Agreement dated 14 December
1998, as amended, entered into between Eliopee and the Administrator;

                                                                          Page 4




Affected  Receivable  means any  Transferred  Receivable in respect of which the
Eligibility  Criteria were false or incorrect on the Transfer Date on which such
Transferred Receivable was transferred to the FCC;

Ageing Balance Criteria has the meaning ascribed to it in schedule 10 of the FCC
Regulations;

Agreement Amongst Participating Entities means the agreement entered into on the
date of this Agreement  between the  Participating  Entities,  the Sellers,  the
Servicers  and the  Administrative  Agents,  pursuant to which the Sellers,  the
Servicers and the Administrative  Agents have agreed to bear some costs incurred
by  any  Participating  Entity  as  a  result  of  their  participation  in  the
Securitisation Programme;

AMF Fee means the fee payable by the FCC to the Autorite des marches  financiers
on a yearly basis and which equals  0.008/oo of the  outstanding  Senior  Units,
Seller Units and Subordinated Units at the end of each year;

Amount  Due  means,  with  respect  to each  Transferred  Receivable  or to each
Eligible Receivable offered for transfer:

(a)        the corresponding Net Invoice Amount; less

(b)        any Collection already received on this Receivable;

Ancillary  Rights means,  in respect of each Eligible  Receivable or Transferred
Receivable:

(a)        the right to serve notice to pay or repay, to recover and/or to grant
           a discharge  in respect of the whole or part of the amounts due or to
           become due in connection with the said  Receivables from the relevant
           Debtor  (or from any  other  person  having  granted  any  Collateral
           Security);

(b)        the  benefit  of any and all  undertakings  assumed  by the  relevant
           Debtor  (or  by  any  other  person  having  granted  any  Collateral
           Security) in  connection  with the said  Receivables  pursuant to the
           relevant Contractual Documents;

(c)        the benefit of any and all actions  against the  relevant  Debtor (or
           against any other person having granted any  Collateral  Security) in
           connection  with  the  said  Receivables  pursuant  to  the  relevant
           Contractual Documents; and

(d)        the benefit of any Collateral Security attached, whether by operation
           of law or on the basis of the Contractual Documents or otherwise,  to
           the said Receivables;

Applicable  Forward  Exchange Rate has the meaning ascribed to it in schedule 10
of the FCC Regulations;

Applicable  Exchange  Rate has the meaning  ascribed to it in schedule 10 of the
FCC Regulations;

                                                                          Page 5




Arranger   means  BNP  Paribas  acting  in  its  capacity  as  arranger  of  the
Securitisation Programme;

Auditor's Certificate means the certificate issued on a half-yearly basis by the
auditors  of each  French  Seller and of the Parent  Company in the form set out
respectively in schedule 6 of appendix 2 and in schedule 22 of appendix 1 to the
Master Receivables Transfer and Servicing Agreement;

Authorised Set-Off means, in respect of each Eligible  Receivable or Transferred
Receivable:

(a)        any credit note, rebate, discount, refund or similar right granted by
           a Seller to the relevant  Debtor and deducted from the nominal amount
           of the Eligible Receivable or Transferred Receivable;

(b)        any other event that would have the effect of reducing the net amount
           of the said Eligible Receivables or Transferred  Receivables (whether
           or not provided in the Servicing Procedures),

in all cases,  stated on the Invoice  relating to such  Eligible  Receivable  or
Transferred  Receivable on the  Information  Date  preceding its transfer to the
FCC;

Back-Up  Servicer  means GE  Factofrance,  acting  in its  capacity  as  back-up
servicer in accordance with the provisions of the Back-Up Servicing Agreement;

Back-Up Servicer  Collection  Account means the bank account to be opened in the
name of the FCC in the books of GE Factofrance;

Back-Up Servicer Termination Date means the date on which the appointment of the
Back-Up Servicer under the Back-Up Servicing  Agreement shall be terminated,  in
accordance with clause 7 of the Back-Up Servicing Agreement;

Back-Up Servicing  Agreement means the back-up servicing  agreement entered into
on the date of this Agreement between the Management Company,  the Custodian and
the Back-Up Servicer;

BA Average has the meaning ascribed to it in schedule 10 of the FCC Regulations;

BA Spot has the meaning ascribed to it in schedule 10 of the FCC Regulations;

BNP Paribas means BNP Paribas, a societe anonyme  incorporated under the laws of
France,  whose registered  office is located 16,  boulevard des Italiens,  75009
Paris,  registered  with the  Commercial  and Companies  Registry of Paris under
number  662  042  449,  licensed  as a  credit  institution  by the  Comite  des
Etablissements de Credit et des Entreprises d'Investissement;

BT means any billet de tresorerie  issued from time to time by Eliopee under the
BT Programme,  in connection  with the  acquisition  and the  refinancing of the
Senior Units;


                                                                          Page 6



BT Interest  Amount  means the BT interest  amount which will be provided by the
Calculation  Agent in accordance  with the provisions of the  Calculation  Agent
Agreement;

BT  Programme  means the  programme  of billets  de  tresorerie  established  by
Eliopee, as described in the dossier de presentation financiere relating to such
programme and rated P-1 by Moody's;

Business  Day means any day (other  than a Saturday  or a Sunday) on which banks
and foreign exchange markets are open for business in Paris,  London and Jersey,
and which is a TARGET Day;

Calculation  Agent means BNP Paribas acting in its capacity as calculation agent
of the FCC in accordance with the provisions of the Calculation Agent Agreement;

Calculation  Date  means the date  occurring  one (1)  Business  Days  after any
Information Date;

Change of Legislation means the enactment, amendment,  substitution or change in
the  interpretation  of, or the application or enforcement by any administrative
authority  of,  as the  case  may be, a new or  existing  law or of any  decree,
regulation,  recommendation, courts decision, official decision or position from
a  tribunal,  regulatory,  administrative,  governmental  or  supra-governmental
authority,  or any other  competent  authority  taking place as from the Closing
Date,  provided that,  with respect to any of the  foregoing,  if not having the
force of law, it is customary to comply with. For the avoidance of doubt,  it is
agreed that any change in the regulations, treatment or practice relating to the
Basle Committee on capital adequacy treatment and its consequences,  whatsoever,
shall consist in a Change of Legislation  for the purpose of the  Securitisation
Programme,  even though  discussions and proposals in this respect already exist
as at the Closing Date;

Closing Date means 21 June 2005;

Collateral  Security  means,  in respect of any  Receivable,  any  guarantee  or
security  (including,  without  limitation,  any  indemnity,  pledge,  mortgage,
privilege,  security,  cash  deposit or other  agreement or  arrangement  of any
nature  whatsoever)  granted by a Debtor or a third party in order to  guarantee
the payment of any amount owed by, and/or the fulfilment of the  obligations of,
such Debtor in connection with such Receivable;

Collection means, with respect to any Receivable, all cash collections and other
cash proceeds  (including  without  limitation bank  transfers,  wire transfers,
cheques,  bills of exchange and direct debits)  relating to that said Receivable
and received from the relevant Debtor during any Collection Period;

Collection Account means:

(a)        with respect to the French Servicers, any of the bank accounts opened
           by each French  Servicer in its name for the  purposes of  collecting
           the FCC

                                                                          Page 7



           Collections, whose details are set out in schedule 3 of appendix 1 of
           the Master Receivables Transfer and Servicing Agreement; and

(b)        with respect to the English  Servicers,  the bank  account  opened by
           Crown Packaging UK PLC in its name for the purposes of collecting the
           FCC Collections,  whose details are set out in schedule 3 of appendix
           1 of the Master Receivables Transfer and Servicing Agreement;

Collection  Account Bank means the bank with which each  Servicer has opened its
Collection Account(s);

Collection  Account  Bank  Agreement  means each  agreement  in  relation to the
Collection  Accounts held with a Collection Account Bank between that Collection
Account Bank and the relevant Servicer;

Collection Account Ratio means, in relation to a given Collection Account and in
respect of a given  Collection  Period,  the ratio  (expressed  as a percentage)
between:

(a)        the sum of the FCC  Collections  credited  directly by the Debtors or
           the  Servicers  into the  relevant  Collection  Account  during  that
           Cut-Off Period; and

(b)        the sum of all FCC Collections received during that Cut-Off Period;

Collection  Account  Security  Agreement  means  any of the  security  agreement
entered into between each Collection  Account  holder,  the FCC and, as the case
may be, the relevant  Collection  Account Bank  pursuant to which the rights and
interest  of the FCC in the  Collections  standing  at any time to the credit of
each  Collection  Account  shall be  secured  for the  benefit  of the  FCC,  in
accordance with the provisions of the Master Receivables  Transfer and Servicing
Agreement;

Collection Period means each period commencing on, and including, a Payment Date
or an  Interest  Payment  Date  (included),  as  relevant,  and  ending  on, but
excluding, the next Interest Payment Date or Payment Date;

Collection Ratio means, in relation to a given Collection Account and in respect
of a given Collection Period, the ratio (expressed as a percentage) between:

(a)        the  sum of all  Collections  (excluding  FCC  Collections)  received
           during that Cut-Off Period; and

(b)        the sum of all  Collections  credited  into  the  Collection  Account
           during that Cut-Off Period;

Computer  File  means the  computer  file  delivered  by any  Seller  (or by the
relevant  Administrative  Agent  acting  in its name and on its  behalf)  to the
Management Company on the relevant  Information Date as attached to the relevant
Individual  Transfer Offer, and including the information set out in schedule 26
of appendix 1 of the Master Receivables Transfer and Servicing Agreement;

                                                                          Page 8


Concentration  Ratio has the  meaning  ascribed  to it in schedule 10 of the FCC
Regulations;

Confidential  Information  means  any  information  relating  to the  commercial
activities, the financial situation or any other matter of a confidential nature
concerning  any  party  to  the  Securitisation   Transaction   Documents,   and
communicated  to any other party to the  Securitisation  Transaction  Documents,
whether the said information has been  communicated to it during the performance
of its obligations under the Securitisation Transaction Documents or otherwise;

Consistency Test means the test of consistency to be satisfied by the Management
Company in relation to the Eligible  Receivables as a condition precedent to any
transfer of the Eligible  Receivables  to the FCC by any of the Sellers,  namely
the formal verification as to whether:

(a)        the  figures  appearing  on each  item of the  relevant  Consolidated
           Transfer  Offer equals to the sum of the same items,  as appearing on
           all the corresponding Individual Transfer Offer; and

(b)        the figures appearing on each item of the Consolidated  Report issued
           on the  preceding  Information  Date  equals  to the sum of the  same
           items, as appearing on all the corresponding Individual Reports;

Consolidated Report means the consolidated report to be provided by the relevant
Administrative  Agent on each  Information  Date to the Management  Company with
respect to the immediately  preceding Cut-Off Period,  substantially in the form
set out in (and  containing  the  information  referred  to in)  schedule  15 of
appendix 1 of the Master Receivables Transfer and Servicing Agreement;

Consolidated  Transfer Offer means the consolidated  offer to transfer  Eligible
Receivables  to the FCC,  substantially  in the form set out in  schedule  19 of
appendix 1 of the Master  Receivables  Transfer and Servicing  Agreement,  to be
delivered on each Information Date by the relevant  Administrative  Agent to the
Management Company;

Consultation  Period  means the period of thirty (30)  calendar  days maximum in
respect of a Seller  Potential Event of Default,  a Servicer  Potential Event of
Default, an Administrative Agent Potential Event of Default and a Parent Company
Potential Event of Default,  it being  understood that the  Consultation  Period
shall start  immediately and  automatically,  without any further  formality (de
plein droit),  from and  including the date of occurrence of a Seller  Potential
Event of Default, a Servicer Potential Event of Default, an Administrative Agent
Potential Event of Default or a Parent Company  Potential  Event of Default,  as
the case may be. During the Consultation  Period,  the Management  Company shall
ask the Custodian, the Parent Company and the Trustee and the entity affected by
the relevant Potential Event of Default,  to discuss and, if need be, to meet in
order to give the  opportunity  to the said  affected  entity  to  remedy to the
corresponding Potential Event of Default, provided that:

(a)        only  the  entities   referred  to  in  the  above   sub-clause  will
           participate  directly to the discussions  and meetings,  if any. As a
           consequence:

                                                                          Page 9


           (i)       the Parent  Company will  represent  all the members of the
                     Crown Group  participating to the Securitisation  Programme
                     (other  than  the one in  Potential  Event of  Default,  if
                     different from the Parent Company); and

           (ii)      the Management Company will represent all the other parties
                     to the  Securitisation  Programme and being not referred to
                     above or entities within the Crown Group;

(b)        the  participants  to a  Consultation  Period  shall use  their  best
           efforts in order to find a remedy to such Potential Event of Default.
           However, all parties to the Securitisation  Programme expressly agree
           that in trying to find a solution to remedy to such  Potential  Event
           of Default:

           (i)       no party  other than  those  belonging  to the Crown  Group
                     shall have to disclose  any  information  relating to their
                     accounting or financial situation or arrangements;

           (ii)      no party  other than  those  belonging  to the Crown  Group
                     shall have to bear,  directly or indirectly,  any expenses,
                     costs or other financial charges; and

           (iii)     the parties not  belonging  to the Crown Group shall not be
                     under any  obligation  to propose any  solution in order to
                     remedy to the relevant Potential Event of Default;

(c)        the  decision as to whether  the  solution  proposed by the  affected
           entity, if any, in order to remedy to the relevant Potential Event of
           Default is satisfactory,  will be solely and discretionarily taken in
           the Management Company's reasonable opinion;

(d)        if, at any time  during a  Consultation  Period,  it  appears  to all
           participants to the Consultation Period that no satisfactory solution
           will be found at the end of the thirty (30) calendar days period, the
           said period might be unanimously  reduced to any shorter  period,  in
           which case, the relevant Potential Event of Default shall immediately
           become an Event of Default; and

(e)        whatever  the  outcome of a  Consultation  Period  might be, no party
           other  than  those  belonging  to  the  Crown  Group  shall  be  held
           responsible for any consequences of the said Consultation  Period and
           the corresponding Potential Event of Default and Event of Default, if
           any;

Consumed  Anticipated  Dilution means any amount,  as recorded and calculated by
each Servicer on a given  Information  Date,  resulting  from the deduction of a
Latent Anticipated  Dilution by the corresponding  Debtor, known on the previous
Information Date in relation to a Transferred Receivable;

Contract  means any  written  agreement  executed  between a Seller and a Debtor
pursuant  to which the Debtor is obliged to pay for the Sale of  Products or the
Services, including any value added tax (if any);

                                                                         Page 10


Contractual  Documents means,  with respect to any Transferred  Receivable,  any
document or contractual agreement between a Seller and a Debtor, from which that
Transferred  Receivable  arises,   including  without  limitation  the  relevant
Contract,  Invoice,  order,  negotiable  instruments  issued in  respect  of any
Transferred  Receivable as the case may be, and general or particular  terms and
conditions;

Credit  Agreement  means the  agreement  dated  September  1, 2004  among  CROWN
Americas,  Inc. (f/k/a Crown Cork & Seal Americas,  Inc.), as the U.S. Borrower,
CROWN European Holdings SA, as the Euro Borrower, the subsidiary Borrowers named
therein, CROWN Holdings, Inc., CROWN International Holdings, Inc. and Crown Cork
& Seal  Company,  Inc.,  as Parent  Guarantors,  the  banks and other  financial
institutions identified therein as Lenders, and Citicorp North America, Inc., as
Administrative Agent, Citibank  International plc as U.K.  Administrative Agent,
Lehman Commercial Paper Inc. as Syndication Agent, Citigroup Global Markets Inc.
and Lehman  Brothers Inc. as Joint Lead Arrangers and  Bookrunners in respect of
the Revolving  Facilities,  ABN Amro Bank N.V.,  BNP Paribas and Calyon New York
Branch as Co-Documentation Agents, Citigroup Global Market Inc. as Sole Arranger
and Sole Bookrunner in respect of the Term B Facility and Bank of America,  N.A.
as Senior Managing Agent;

Credit Insurer means Euler Hermes SFAC, a societe anonyme incorporated under the
laws of France,  whose registered office is located at 1, rue Euler, 75715 Paris
Cedex 08 (France),  registered  with the Trade and  Companies  Register of Paris
under number 348 920 596;

Credit  Support  has  the  meaning  ascribed  to it in  schedule  10 of the  FCC
Regulations;

Crown  Emballage  France SAS means  Crown  Emballage  France  SAS, a societe par
actions  simplifiee  incorporated  under the laws of  France,  whose  registered
office is located at 67, rue Arago,  93400 Saint Ouen (France),  registered with
the Trade and Companies Register of Bobigny under number 954 200 838;

Crown Entities means each Seller, each Servicer and each  Administrative  Agent,
acting in any capacity whatsoever under the Securitisation  Programme,  it being
specified that, for the avoidance of doubt, any new Seller and Servicer becoming
a party to the Securitisation Programme after the date hereof pursuant to clause
24.3 of the Master Receivables Transfer and Servicing Agreement shall be a Crown
Entity;

Crown  European  Holdings  means  Crown  European  Holdings,  a societe  anonyme
incorporated  under the laws of France,  whose  registered  office is at 67, rue
Arago,  93400  Saint  Ouen,  France,  registered  with the Trade  and  Companies
Register of Bobigny under number 775 721 996;

Crown Group means Crown European  Holdings and any company or entity  registered
or  established  in any  jurisdiction  in which Crown  European  Holdings  owns,
directly or indirectly, the Absolute Majority;

Crown Holdings means Crown  Holdings  Inc., a  Pennsylvania  corporation,  whose
registered office is at One Crown Way, Philadelphia,  PA 19154, United States of
America;

                                                                         Page 11


Crown  Packaging UK PLC means Crown  Packaging UK PLC, a public limited  company
incorporated  under the laws of England and Wales,  whose  registered  office is
located at Downsview  Road,  Wantage,  Oxfordshire,  OX12 9BP  (United-Kingdom),
registered under number 178090;

Cumulative Dilution Receivables has the meaning ascribed to it in schedule 10 of
the FCC Regulations;

Cumulative  Loss  Transferred  Receivables  has the  meaning  ascribed  to it in
schedule 10 of the FCC Regulations;

Custodian  means BNP  Paribas,  acting in its  capacity as  custodian of the FCC
pursuant to the FCC Regulations;

Custody  Procedures  Report means the report to be delivered to the Custodian by
each  Servicer  in the form set out in  schedule  7 of  appendix 1 of the Master
Receivables Transfer and Servicing Agreement;

Cut-Off Date means:

(a)        the 5th calendar day of each calendar month;

(b)        the 15th calendar day of each calendar month; and

(c)        the 25th calendar day of each calendar month,

or any other date agreed in writing between the parties to this Agreement at the
latest 90 days before the said Cut-Off Date or before the Closing Date;

Cut-Off Period means each period  commencing  on, and excluding,  a Cut-Off Date
and ending on, but including, the next Cut-Off Date;

Day Sales  Outstanding  or DSO has the meaning  ascribed to it in schedule 10 of
the FCC Regulations;

Debtor means, with respect to the each Receivable, any person or entity which is
solely and exclusively  obliged to pay all or part of the  corresponding  Amount
Due;

Debtor Account means,  with respect to each Debtor,  an account  established and
maintained  by the  relevant  Servicer  pursuant  to  clause  15 of  the  Master
Receivables  Transfer and  Servicing  Agreement  and on which the said  Servicer
shall record the information  referred to in clause 15 of the Master Receivables
Transfer and Servicing Agreement;

Declaration of Trust means the  declaration of trust made by Crown  Packaging UK
Plc in favour of the FCC;

Decree means the decree no.  2004-1255 of 24 November 2004 (as amended from time
to time)  implementing  Article L. 214-5 and  Articles L. 214-43 to L. 214-49 of
the French Code monetaire et financier;

                                                                         Page 12


Default  Percentage  has the  meaning  ascribed  to it in schedule 10 of the FCC
Regulations;

Default  Ratio  has  the  meaning  ascribed  to it in  schedule  10 of  the  FCC
Regulations;

Default Rolling Average has the meaning ascribed to it in schedule 10 of the FCC
Regulations;

Defaulted   Receivable   means,  on  each  Information   Date,  any  Transferred
Receivable:

(a)        in  respect of which,  all or part of the Net  Invoice  Amount,  on a
           given Information Date,  remains unpaid for at least 90 calendar days
           after the corresponding Due Date; or

(b)        in respect of which the Debtor is Insolvent,

and, in any event,  which has become due (creance echue) or has been accelerated
(creance  dechue du terme) as provided for under Article L. 214-43 of the French
Code  monetaire et financier  applicable to conditions  under which French fonds
communs de creances are entitled to sell receivables;

Deferred  Purchase Price means with respect to any Secondary  Transfer Date, the
amount (if positive)  calculated by the Management  Company on each  Calculation
Date  immediately   preceding  such  Secondary   Transfer  Date,  based  on  the
information  contained in the  Consolidated  Reports received on the Information
Date immediately  preceding such Secondary  Transfer Date, being equal, for each
currency, to the difference between:

(a)        the sum of the Net Invoice Amount of the Eligible Receivables offered
           for sale on such Secondary Transfer Date in such currency; and

(b)        the Initial  Purchase Price on such  Secondary  Transfer Date in such
           currency;

Deferred  Purchase Price Repayment means on any Payment Date or Interest Payment
Date,  any  repayment  which is made by the FCC to a Seller with  respect to the
Outstanding  Deferred  Purchase  Price in accordance  with the relevant Order of
Priority;

Dilution  Average  has the  meaning  ascribed  to it in  schedule  10 of the FCC
Regulations;

Dilution  Horizon  has the  meaning  ascribed  to it in  schedule  10 of the FCC
Regulations;

Dilution  Percentage  has the  meaning  ascribed to it in schedule 10 of the FCC
Regulations;

Dilution  Ratio  has  the  meaning  ascribed  to it in  schedule  10 of the  FCC
Regulations;

Dilution Reserve Amount has the meaning ascribed to it in schedule 10 of the FCC
Regulations;

                                                                         Page 13



Dilution  Reserve Ratio has the meaning ascribed to it in schedule 10 of the FCC
Regulations;

Dilution Reserve  Shortfall has the meaning ascribed to it in schedule 10 of the
FCC Regulations;

DSO  Average  has  the  meaning  ascribed  to  it in  schedule  10  of  the  FCC
Regulations;

Due Date means in respect of any  Receivable,  the date on which such Receivable
is expressed to be payable in the relevant Invoice;

Early  Amortisation  Event means,  as  applicable,  a Seller Early  Amortisation
Event,  a Servicer  Early  Amortisation  Event,  an  Administrative  Agent Early
Amortisation Event or a Parent Company Early Amortisation Event;

Eligible  Amount  has  the  meaning  ascribed  to it in  schedule  10 of the FCC
Regulations;

Eligible  Bank  means a credit  institution  duly  licensed  under  the laws and
regulations of France or of any other Member State of the European economic area
(Espace economique  europeen),  the short term unsecured and unsubordinated debt
obligations of which are rated at least P-1 by Moody's;

Eligible  Receivables  means  the  Receivables  complying  with the  Eligibility
Criteria,  that are to be offered for sale by the  relevant  Sellers to the FCC,
and subsequently purchased and held by the FCC;

Eligible Financing Receivables means the Eligible Receivables complying with the
Financing Eligibility Criteria;

Eligibility  Criteria  means,  in respect to the  Receivables,  the  eligibility
criteria  set out in schedule 2 of appendix 1,  subject  (where  applicable)  to
schedule 1 of the relevant Seller's appendix, of the Master Receivables Transfer
and Servicing Agreement;

Eliopee means Eliopee Limited,  a public limited liability company  incorporated
under the laws of Jersey under  registered  number  61259 having its  registered
office at 22, Grenville Street, St Helier, Jersey JE4 8PX;

Eliopee  Account  means the bank  account  opened in the name of  Eliopee in the
books of BNP Paribas whose IBAN code is FR28 3000 4056 5800 0004 0011 R77, which
shall be  credited  with all moneys  payable to Eliopee  pursuant  to the Senior
Units Subscription Agreement and in respect of the Senior Units;

Eliopee's Fee means:

(a)        the   management   fees  of  Eliopee   incurred  in  respect  of  the
           Securitisation Programme and payable on the relevant Interest Payment
           Date, in an amount equal to the sum of:

           (i) the product of:

                                                                         Page 14


                     (aa)      the  greater  of  0.20% of the  aggregate  Senior
                               Units principal amount and (euro)200,000, and

                     (bb)      the number of days of the Senior  Units  Interest
                               Period, divided by 360, and

           (ii)      78,000 Euro, multiplied by the number of days of the Senior
                     Units Interest Period, divided by 360; plus a yearly fee to
                     be determined on a yearly basis; and

(b)        any fees duly  justified by Eliopee in respect of the  Securitisation
           Programme  and,  in  particular  (without  limitation)  any  fees  or
           expenses  borne by  Eliopee  under  the  Eliopee  Liquidity  Facility
           Agreement and payable on the relevant Interest Payment Date;

Eliopee  Liquidity  Facility  Agreement means the liquidity  facility  agreement
executed on the date of this Agreement between BNP Paribas as Liquidity Facility
Provider  and Eliopee,  pursuant to which the  Liquidity  Facility  Provider has
agreed to provide  Eliopee with a liquidity  facility in order to cover  certain
liquidity  events that might occur under the BT Programme,  subject to the terms
and conditions thereof;

Encumbrance means any lien, pledge,  charge,  mortgage,  encumbrance or security
interest whatsoever;

English  Administrative  Agent  means  Crown  Packaging  UK PLC,  which has been
appointed by the English Sellers and by the English Servicers pursuant to clause
22 of the Master Receivables Transfer and Servicing Agreement;

English Seller means any of the entities listed in Part B of Schedule hereto and
any company within the Crown Group incorporated in the United-Kingdom  which may
accede from time to time to the  Securitisation  Programme as an English  Seller
pursuant  to  clause  24.3 of the  Master  Receivables  Transfer  and  Servicing
Agreement,  excluding  any company or entity  which may exit the  Securitisation
Programme  from  time  to  time in  accordance  with  the  terms  of the  Master
Receivables Transfer and Servicing Agreement;

English Servicer means each English Seller,  acting as Servicer  pursuant to the
terms and conditions of the Master Receivables Transfer and Servicing Agreement;

EONIA means the Euro OverNight  Index  Average,  as determined by the Management
Company by reference to the Reuters page EONIA;

Euribor means:

(a)        the applicable Screen Rate; or

(b)        if no Screen Rate is available for the relevant Interest Period,  the
           arithmetic mean of the rates (rounded upwards to four decimal places)
           as supplied  to the  Calculation  Agent at its request  quoted by the
           Reference Banks to leading banks in the European interbank market,

                                                                         Page 15


as of 11.00 a.m.  (Brussels  time) two TARGET  Days before the first day of that
Interest Period;

EUR, Euro or (euro) means the single currency of all states participating at any
time in the  Economic  and  Monetary  Union as  contemplated  in the  Treaty  on
European Union;

Euro Final  Payment  has the  meaning  ascribed  to it in schedule 10 of the FCC
Regulations;

Euro  Initial  Payment has the meaning  ascribed to it in schedule 10 of the FCC
Regulations;

Euro Latent  Anticipated  Dilution  means on each  Calculation  Date, the Latent
Anticipated  Dilution  calculated  in Euro;  for such  purpose,  the  Applicable
Exchange Rate of such Calculation Date should be used;

Euro Net Invoice Amount means on each Calculation Date, for any Receivable,  the
Net Invoice Amount calculated in Euro; for such purpose,  the Net Invoice Amount
of the  Receivables  sold or offered for sale by the English  Sellers,  shall be
converted to Euros using the Applicable Exchange Rate of such Calculation Date;

Euro Spot Required  Amount has the meaning  ascribed to it in schedule 10 of the
FCC Regulations;

Event of Default  means,  as applicable,  a Seller Event of Default,  a Servicer
Event of Default,  an  Administrative  Agent Event of Default,  a Parent Company
Event of Default or a Receivables Event of Default;

Excess  Concentration  has the meaning  ascribed to it in schedule 10 of the FCC
Regulations;

FCC  means  the debt  mutual  funds  (fonds  commun de  creances)  named  "CROWN
RECEIVABLES EUROPE":

(a)        created at the joint  initiative  of the  Management  Company and the
           Custodian, acting as founders of the FCC; and

(b)        governed by the FCC  Regulations,  by Articles L. 214-43 to L. 214-49
           of the French Code  monetaire et financier,  by the Decree and by any
           law whatsoever applicable to Fonds commun de creances;

FCC Account Bank means BNP Paribas in its capacity as account bank of the FCC or
any successor thereto being an Eligible Bank;

FCC Accounts means the following accounts:

(a)        the FCC General Account;

(b)        the FCC Expense Account; and

(c)        the FCC Collection Account;

                                                                         Page 16


FCC Actual Amount means,  on any given date, the aggregate  nominal value of all
the Senior  Units issued at any time up to and  including  that date by the FCC,
and which is still outstanding,  it being provided that the FCC Actual Amount of
the  Securitisation  Programme  shall never exceed the FCC Maximum Amount of the
Securitisation  Programme  less the BT  Interest  Amount  to be  issued  on such
Principal Transfer Date less the Forex Volatility Margin;

FCC Applicable  Funds means the amount of funds,  as calculated on a Calculation
Date immediately  preceding an Interest Payment Date, that will be applicable to
the relevant Order of Priority on such Interest  Payment Date, which are the sum
of the following amounts:

(a)        the  sum of all  FCC  Collections  corresponding  to the  immediately
           preceding Cut-Off Period;

(b)        the  aggregate  amount  of any cash  remittances  in  respect  of New
           Dilutions   and   Non-Compliance   Indemnities   in  respect  of  the
           immediately preceding Cut-Off Period;

(c)        any   Retransferred   Amount  to  be  paid  relating  to  Transferred
           Receivables to be retransferred on such Interest Payment Date;

(d)        the amount  transferred  from the  Expense  Account on such  Interest
           Payment Date to pay the due fees,  being equal to the FCC Transaction
           Costs less the Financial Income;

(e)        the  proceeds  of  the  issue  of  Senior  Units,  Seller  Units  and
           Subordinated Units on such Interest Payment Date;
(f)        the Financial Income;

(g)        the amounts to be received on such  Interest  Payment  Date under the
           Swap Agreement;

(h)        the amounts received or to be received from the Credit Insurer;

(i)        the payment received under the Forex Balance; and

(j)        the  balance of the FCC  General  Account at the end of the  previous
           Payment Date;

FCC Available Funds means all available  moneys pending  allocation and standing
from  time  to time  to the  credit  of the FCC  Accounts,  during  each  period
commencing on (and including) an Interest  Payment Date (following the execution
of the  relevant  Orders of  Priority)  and ending on (but  excluding)  the next
Interest Payment Date,  except for the first period which shall commence on (but
exclude)  the FCC  Establishment  Date and shall end on (but  exclude) the first
Interest Payment Date to occur;

                                                                         Page 17


FCC  Collection  means,  with respect to any  Transferred  Receivable,  all cash
collections  and  other  cash  proceeds   (including   without  limitation  bank
transfers,  wire  transfers,  cheques,  bills of  exchange  and  direct  debits)
relating to that said  Transferred  Receivable  and  received  from the relevant
Debtor during any Collection Period;

FCC Collection  Account means the bank account opened by the Management  Company
in the books of BNP Paribas whose references are as follows:



                                                                                  
..........................................................................................................
                                           Code SWIFT            :                BNPAFRTPTTN
FCC Collection Account                     ..............................................................
                                           Code Banque           :                   30004
                                           ..............................................................
                                           Code Guichet          :                   05658
                                           ..............................................................
                                           No.                   :                 32 462 A
                                           ..............................................................
                                           Cle                   :                    76
..........................................................................................................


or any other bank account which may be substituted to the relevant bank account;

FCC  Establishment  Date  means the first  Transfer  Date being also the date on
which the FCC was  established  by the  Management  Company  and the  Custodian,
pursuant to the FCC Regulations;

FCC Expense  Account means the bank account opened by the Management  Company in
the books of BNP Paribas whose references are as follows:



                                                                                  

..........................................................................................................
FCC Expense Account                        Code SWIFT            :                BNPAFRTPTTN
                                           ..............................................................
                                           Code Banque           :                   30004
                                           ..............................................................
                                           Code Guichet          :                   05658
                                           ..............................................................
                                           No.                   :                 32 461 G
                                           ..............................................................
                                           Cle                   :                    88
..........................................................................................................


or any other bank account which may be substituted to the relevant bank account;

FCC Fees  means the fees due and  payable to the organs of the FCC by the FCC as
set out in schedule 3 to the FCC Regulations;

FCC General  Account means the bank account opened by the Management  Company in
the books of BNP Paribas whose references are as follows:



                                                                                
..........................................................................................................
FCC General Account                        Code SWIFT            :                BNPAFRTPTTN
                                           ..............................................................
                                           Code Banque           :                   30004
                                           ..............................................................
                                           Code Guichet          :                   05658
                                           ..............................................................
                                           No.                   :                 32 460 K
                                           ..............................................................
                                           Cle                   :                    36
..........................................................................................................


or any other bank account which may be substituted to the relevant bank account;

FCC Liquidation Date means the earliest of the following dates to occur:

                                                                         Page 18


(a)        the date on which the Management Company liquidates the FCC following
           the  extinction  of the last  outstanding  Transferred  Receivable in
           accordance  with the  provisions  of Article L.  214-49 of the French
           Code monetaire et financier; and

(b)        the date on which the Management  Company liquidates the FCC upon the
           assignment and transfer in whole (but not in part) of the outstanding
           Transferred  Receivables  in  a  single  transaction,  following  the
           occurrence of any of the FCC  Liquidation  Events in accordance  with
           the provisions of section VIII of the FCC  Regulations and Article 16
           of the Decree,

provided that any such date shall be an Interest Payment Date;

FCC Maximum Amount means (euro)120,000,000,  or any amount as may be agreed from
time to time in accordance with clause 32 of the Master Receivables Transfer and
Servicing Agreement;

FCC Regulations  means the  regulations  executed on the date hereof between the
Management Company and the Custodian, under which the Management Company and the
Custodian  have  agreed to create the FCC CROWN  RECEIVABLES  EUROPE  within the
context of the  Securitisation  Programme  and which relates to the creation and
operation of the FCC CROWN RECEIVABLES EUROPE;

FCC Transaction  Costs means, on each Interest  Payment Date, the costs incurred
by  the  FCC  for  its  operations  as set  out  in  clause  32.1.3  of the  FCC
Regulations;

FCC Transaction Documents means:

(a)        the FCC Regulations;

(b)        the Master Receivables Transfer and Servicing Agreement;

(c)        the Senior Units Subscription Agreement;

(d)        the Seller Units Subscription Agreement;

(e)        the Subordinated Units Subscription Agreement;

(f)        this Master Definitions Agreement;

(g)        the Agreement Amongst Participating Entities;

(h)        the Back-up Servicing Agreement;

(i)        the Guarantee Agreement;

(j)        the Collection Account Security Agreements;

(k)        the Collection Account Bank Agreements;

(l)        the Calculation Agent Agreement;

                                                                         Page 19


(m)        the Swap Agreement; and

(n)        any other agreement,  instrument, or document executed pursuant to or
           in connection with any of the documents  referred to in paragraph (a)
           to (m);

File means, with respect to any Transferred Receivable:

(a)        all agreements,  correspondence,  notes, instruments, books, books of
           account,  registers,  records  and other  information  and  documents
           (including, without limitation,  computer programmes, tapes or discs)
           in  possession  of each  Seller or  delivered  by such  Seller to the
           relevant Servicer, if applicable; and

(b)        the Contractual Documents,

relating to the said Transferred Receivable and to the corresponding Debtor;

Final  FX  Swap  has  the  meaning  ascribed  to it in  schedule  10 of the  FCC
Regulations;

Final  Reverse FX Swap has the meaning  ascribed to it in schedule 10 of the FCC
Regulations;

Final  Termination  Date  means the date on which the  Securitisation  Programme
shall cease, namely the earliest of the following dates:

(a)        the Termination Date; or

(b)        the day on which the Seller  Termination  Date in relation to all the
           Sellers has occurred; or

(c)        the day on which the Servicer Termination Date in relation to all the
           Servicers has occurred,

provided that:

           (i)       in the case  where the Final  Termination  Date is the date
                     set out in sub-clause (a) above,  such date may be extended
                     by the parties to the Securitisation  Transaction Documents
                     with the prior  written  consent  of all such  parties  and
                     Moody's; and

           (ii)      in  all  cases  and  for  the  avoidance  of  doubt,  it is
                     expressly   agreed   between   all  the   parties   to  the
                     Securitisation    Programme   that   the   representations,
                     warranties   and   undertakings   of  all  parties  to  the
                     Securitisation Programme shall survive for so long as there
                     continues  to exist any  obligations  or rights of the said
                     parties under any of Securitisation  Transaction  Documents
                     to which they are a party  which  have not been  completely
                     discharged or exercised;

Financial  Covenants  means  the  following  conditions  having to be met by the
consolidated financial results of Crown Holdings:

                                                                         Page 20


(a)        Total Leverage Ratio (as this term is defined in the Credit Agreement
           and as drafted at the date hereof):  on each date (as  calculated for
           the four consecutive  complete fiscal quarters of Crown Holdings then
           last ended and such compliance  calculations shall be provided within
           40 days of the first  three  fiscal  quarters  and 75 days within the
           fourth  quarter  (such  timing  periods  to  coincide  with  the U.S.
           Securities and Exchange Agency filings of Crown Holdings)), the Total
           Leverage Ratio will have to be lower than the amount set forth in the
           table below (the ratio was 4.54x as of 31/12/2004):

             .............................................. ...................
                              Test Period                         Ratio
             .............................................. ...................
             June 30, 2005                                     5.75 to 1.00
             .............................................. ...................
             September 30, 2005                                5.75 to 1.00
             .............................................. ...................
             December 31, 2005                                 5.25 to 1.00
             .............................................. ...................
             March 31, 2006                                    5.25 to 1.00
             .............................................. ...................
             June 30, 2006                                     5.25 to 1.00
             .............................................. ...................
             September 30, 2006                                5.25 to 1.00
             .............................................. ...................
             December 31, 2006                                 4.75 to 1.00
             .............................................. ...................
             March 31, 2007                                    4.75 to 1.00
             .............................................. ...................
             June 30, 2007                                     4.75 to 1.00
             .............................................. ...................
             September 30, 2007                                4.75 to 1.00
             .............................................. ...................
             December 31, 2007                                 4.25 to 1.00
             .............................................. ...................
             March 31, 2008                                    4.25 to 1.00
             .............................................. ...................
             June 30, 2008                                     4.25 to 1.00
             .............................................. ...................
             September 30, 2008                                4.25 to 1.00
             .............................................. ...................
             December 31, 2008 and thereafter                  3.75 to 1.00
             .............................................. ...................

(b)        Consolidated  Fixed  Charge  Ratio  (as this term is  defined  in the
           Credit Agreement and as drafted at the date hereof): on each date (as
           calculated for the four consecutive complete fiscal quarters of Crown
           Holdings then last ended and such  compliance  calculations  shall be
           provided  within 40 days of the first three  fiscal  quarters  and 75
           days within the fourth  quarter (such timing periods to coincide with
           the U.S.  Securities and Exchange Agency filings of Crown Holdings)),
           the  Consolidated  Fixed Charge Ratio will have to be higher than the
           amount  set  forth in the  table  below  (the  ratio  was 1.98x as of
           31/12/2004):

            .............................................. .....................
                              Test Period                          Ratio
            .............................................. .....................
            June 30, 2005                                       1.25 to 1.00
            .............................................. .....................
            September 30, 2005                                  1.25 to 1.00
            .............................................. .....................
            December 31, 2005                                   1.40 to 1.00
            .............................................. .....................
            March 31, 2006                                      1.40 to 1.00
            .............................................. .....................
            June 30, 2006                                       1.40 to 1.00
            .............................................. .....................
            September 30, 2006                                  1.40 to 1.00
            .............................................. .....................
            December 31, 2006                                   1.50 to 1.00
            .............................................. .....................
            March 31, 2007                                      1.50 to 1.00
            .............................................. .....................
            June 30, 2007                                       1.50 to 1.00
            .............................................. .....................
            September 30, 2007                                  1.50 to 1.00
            .............................................. .....................
            December 31, 2007                                   1.50 to 1.00
            .............................................. .....................

                                                                         Page 21


            .............................................. .....................
            March 31, 2008                                      1.50 to 1.00
            .............................................. .....................
            June 30, 2008                                       1.50 to 1.00
            .............................................. .....................
            September 30, 2008                                  1.50 to 1.00
            .............................................. .....................
            December 31, 2008                                   1.55 to 1.00
            .............................................. .....................
            March 31, 2009                                      1.55 to 1.00
            .............................................. .....................
            June 30, 2009                                       1.55 to 1.00
            .............................................. .....................
            September 30, 2009                                  1.55 to 1.00
            .............................................. .....................
            December 31, 2009 and thereafter                    1.65 to 1.00
            .............................................. .....................

it being  understood  that  should the  definition  of Total  Leverage  Ratio or
Consolidated  Fixed  Charge  Ratio  change  within  the  Credit  Agreement,  the
Financial  Covenants  shall be redefine so as to leave such Financial  Covenants
(after  that  change)  in the same  position  as they would have been in had the
change not been made;


Financial Income means, on any given  Calculation Date immediately  preceding an
Interest  Payment  Date,  any  interest  amount  or  income  accrued  on the FCC
Available  Funds to be  received  between the  previous  Interest  Payment  Date
(included) and the relevant Interest Payment Date (excluded);

Financing  Eligibility  Criteria means, in respect to the Eligible  Receivables,
the financing  eligibility  criteria set out in schedule 23 of appendix 1 of the
Master Receivables Transfer and Servicing Agreement;

Financing  Eligible Amount has the meaning  ascribed to it in schedule 10 of the
FCC Regulations;

Forex  Balance  has  the  meaning  ascribed  to it in  schedule  10 of  the  FCC
Regulations;

Forex Spot  Transaction has the meaning ascribed to it in schedule 10 of the FCC
Regulations;

Forex Volatility Margin has the meaning ascribed to it in schedule 10 of the FCC
Regulations;

French  Administrative  Agent means Crown  Emballage  France SAS, which has been
appointed by the French Sellers and by the French  Servicers  pursuant to clause
21 of the Master Receivables Transfer and Servicing Agreement;

French Seller means any of the entities  listed in Part A of Schedule hereto and
any company within the Crown Group  incorporated in France which may accede from
time to time to the  Securitisation  Programme  as a French  Seller  pursuant to
clause  24.3  of  the  Master  Receivables  Transfer  and  Servicing  Agreement,
excluding any company or entity which may exit the Securitisation Programme from
time to time in accordance with the terms of the Master Receivables Transfer and
Servicing Agreement;

French  Servicer  means each French Seller,  acting as Servicer  pursuant to the
terms and conditions of the Master Receivables Transfer and Servicing Agreement;

                                                                         Page 22


Funding  Costs  has  the  meaning  ascribed  to it in  schedule  10 of  the  FCC
Regulations;

GBP, (pound), Pounds and Sterling means the lawful currency from time to time of
the United Kingdom of Great Britain and Northern Ireland;

GBP Initial  Payment  has the  meaning  ascribed to it in schedule 10 of the FCC
Regulations;

GBP Final  Payment  has the  meaning  ascribed  to it in  schedule 10 of the FCC
Regulations;

GBP Senior Required Amount has the meaning  ascribed to it in schedule 10 of the
FCC Regulations;

GBP Spot  Required  Amount has the meaning  ascribed to it in schedule 10 of the
FCC Regulations;

GE Factofrance  means GE  Factofrance,  a societe en nom collectif  incorporated
under the laws of  France,  whose  registered  office is at Tour  Facto,  18 rue
Hoche,  92988 Paris La Defense  Cedex  (France),  registered  with the Trade and
Companies  Register of Nanterre  under number 063 802 466,  licensed as a credit
institution  in  France  by the  Comite  des  Etablissements  de  Credit  et des
Entreprises d'Investissement;

General Electric means General Electric  Company,  whose registered office is at
3135 Easton Turnpike, Fairfield, CT 06828-0001, United States of America;

Group of Debtors means a group of Debtors  controlled by an entity which has the
Absolute Majority in such Debtors;

Guarantee means the guarantee  (cautionnement  solidaire) provided by the Parent
Company to the  Participating  Entities,  pursuant  to which the Parent  Company
shall  guarantee  by  way of a  cautionnement  solidaire  to  the  Participating
Entities the due and full payment of the Guaranteed Obligations;

Guarantee  Agreement  means the  guarantee  agreement  entered  into between the
Parent Company and the  Participating  Entities,  under which the Parent Company
shall  guarantee  by  way of a  cautionnement  solidaire  to  the  Participating
Entities the due and full payment of the Guaranteed Obligations;

Guaranteed  Obligations  means any amount  whatsoever which may be due, owing or
payable  by the  Crown  Entities  to the  Participating  Entities  in Euro or in
Sterling, whether actually or contingently on any account whatsoever pursuant to
the FCC Transaction Documents;

Individual  Report means the individual  report to be provided by each Seller or
Servicer, as applicable, on each Information Date to the relevant Administrative
Agent with respect to the immediately preceding Cut-Off Period, substantially in
the form set out in (and containing the information  referred to in) schedule 14
of appendix 1 of the Master Receivables Transfer and Servicing Agreement;

                                                                         Page 23


Individual   Retransfer  Request  means  any  retransfer  request  of  Defaulted
Receivables  delivered by the relevant  Administrative  Agent to the  Management
Company,  in  accordance  with clause 7 of the Master  Receivables  Transfer and
Servicing  Agreement  and in the form of schedule 25 of appendix 1 of the Master
Receivables Transfer and Servicing Agreement;

Individual  Transfer  Offer  means the  individual  offer to  transfer  Eligible
Receivables  to the FCC,  substantially  in the form  set out in  schedule  4 of
appendix 1 of the Master  Receivables  Transfer and Servicing  Agreement,  to be
delivered  on each  Information  Date by each Seller  wishing to  transfer  some
Receivables to the FCC;

Information  Date  means the date  occurring  two (2)  Business  Days  after any
Cut-Off Date;

Initial  Purchase Price means on any Calculation  Date  immediately  preceding a
Secondary  Transfer  Date,  the portion of the  Purchase  Price of the  Eligible
Receivables  then  offered  for sale to the  FCC,  which is paid in cash on that
date, and for each currency equals to the lower of:

(a)        the sum of Net Invoice Amount of the Eligible Receivables offered for
           sale on such Secondary Transfer Date in such currency; and

(b)        the sum of

           (i)       the sum of all Collections corresponding to the immediately
                     preceding Cut-Off Period in such currency; and

           (ii)      the aggregate  amount of any cash remittances in respect of
                     New Dilutions and Non-Compliance  Indemnities in respect of
                     the immediately  preceding Cut-Off Period in such currency;
                     and

           (iii)     any Retransferred Amount in such currency; and

           (iv)      the  FCC  Applicable  Funds  on  the  FCC  General  Account
                     immediately after the previous Secondary Transfer Date;

Insolvent  means,  in  relation  to any person or entity,  any of the  following
situations:

(a)        the person or the entity is or is deemed for the  purposes of any law
           to be  insolvent,  unable to pay its debts as they  become due or its
           liabilities actually due exceed its available assets; or

(b)        the person or the entity:

           (i)       is subject to a suspension  of payments,  moratorium of any
                     indebtedness,   winding-up,   dissolution,   administration
                     (whether out of court or otherwise) or  reorganisation  (by
                     way of voluntary  arrangement  or  otherwise)  other than a
                     solvent liquidation or reorganisation; or

                                                                         Page 24


           (ii)      institutes  or  has  instituted  against  it  a  proceeding
                     seeking a judgment  of  insolvency,  bankruptcy,  emergency
                     measures  or any  other  relief  under  any  bankruptcy  or
                     insolvency  law or other similar law  affecting  creditor's
                     rights; or

           (iii)     is subject to a petition or application for its winding-up,
                     administration  (whether  out of  court  or  otherwise)  or
                     liquidation,

           and, in all cases,  the events  referred to in sub-clauses  (b)(i) to
           (iii):

                     1.        result in a judgment of  insolvency,  bankruptcy,
                               emergency  measures or moratorium or in the entry
                               of an order  for  relief  or in the  making of an
                               order for its winding-up or liquidation; or

                     2.        are  not   dismissed,   discharged,   stayed   or
                               restrained  in each case within 30 calendar  days
                               of the occurrence of the relevant event;

(c)        the person or entity or its  directors  pass a resolution to petition
           or apply  for its  winding-up,  official  management,  administration
           (whether  out of court  or  otherwise)  or  liquidation  (other  than
           pursuant to a consolidation, amalgamation or merger);

(d)        the person or entity seeks or becomes  subject to the  appointment of
           an  administrator,  provisional  liquidator,  conservator,  receiver,
           trustee in  bankruptcy,  judicial  custodian,  compulsory  manager or
           other similar official or officer (in each case, whether out of court
           or otherwise) for it or for all or substantially all its assets;

(e)        the person or entity has a secured party taking  possession of all or
           substantially   all  its  assets  or  has  a   distress,   execution,
           attachment,  sequestration or other legal process levied, enforced or
           sued on or  against  all or  substantially  all its  assets  and such
           secured  party  maintains  possession,  or any  such  process  is not
           dismissed,  discharged,  stayed or restrained, in each case within 30
           calendar days thereafter;

(f)        the person or entity or its directors takes any action in furtherance
           of, or indicating its consent to,  approval of, or  acquiescence  in,
           any of the events specified in sub-clauses (a) to (e) above; or

(g)        the person or entity  causes or is subject to any event with  respect
           to it which,  under the applicable laws of any  jurisdiction,  has an
           analogous effect to any of the events specified in sub-clauses (a) to
           (e) above;

Interest  Payment Date means the date occurring two (2) Business Days after each
Calculation  Date  immediately  following  the Cut-Off Date  occurring  the 25th
calendar day of each calendar month, it being specified that, in any event,  the
FCC  Establishment  Date  shall  be an  Interest  Payment  Date  even if the FCC
Establishment

                                                                         Page 25


Date does not occur two (2) Business Days after a Calculation  Date  immediately
following a Cut-Off Date occurring the 25th calendar day;

Interest  Period  means the period  commencing  on (and  including)  an Interest
Payment Date and ending on (but excluding) the following Interest Payment Date;

Invoice means, in respect of each Receivable,  the notice for payment issued and
sent by a Seller to a Debtor and specifying, amongst other things:

(a)        the products delivered or services provided;

(b)        the Net Invoice Amount to be paid by the relevant Debtor; and

(c)        the Due Date for such payment;

Issue  Date  means the date on which the FCC  issues a Series of Units  provided
that the first Issue Date shall be the FCC Establishment  Date and,  thereafter,
any subsequent Issue Date shall be an Interest Payment Date;

Issue  Document  means the document in the form set out in schedule 7 to the FCC
Regulations;

Issue Price  means,  in respect of any Unit,  one hundred per cent (100%) of the
nominal value of such Unit;

Latent Anticipated  Dilution means any amount  corresponding to any credit note,
rebate,  discount,  refund or any other  event  being  likely to reduce  the Net
Invoice Amount in respect of a Transferred Receivable relating the corresponding
Debtor,  as  calculated  and recorded by each  Servicer on the last  Information
Date,  and the event and amount of which have been agreed  between the  relevant
Seller and Debtor on such Information Date;

Legal  Maturity  Date means the date  falling one (1) Business Day after the 9th
Interest Payment Date following the Termination Date;

Letter of Credit  Provider means BNP Paribas acting in its capacity as guarantor
in accordance with the provisions of the Amended and Restated  Master  Agreement
for the Issuance of the Programme Guarantee entered into between Eliopee and the
Letter of Credit Provider;

Liquidation  Surplus means all amounts  available for the FCC after  payments of
all interest due under the Units and all the principal of the Units;

Liquidity  Facility  Provider  means  BNP  Paribas,  acting in its  capacity  as
liquidity facility provider under the Eliopee Liquidity Facility Agreement,  and
any assignee or sub-participant of BNP Paribas in this agreement;

Locked  Swap  Cost has the  meaning  ascribed  to it in  schedule  10 of the FCC
Regulations;

Loss  Horizon  has  the  meaning  ascribed  to it in  schedule  10  of  the  FCC
Regulations;

                                                                         Page 26


Loss Proxy has the meaning ascribed to it in schedule 10 of the FCC
Regulations;

Loss  Reserve  Amount has the  meaning  ascribed to it in schedule 10 of the FCC
Regulations;

Loss  Reserve  Ratio has the  meaning  ascribed  to it in schedule 10 of the FCC
Regulations;

Management  Company  means  France  Titrisation,   acting  in  its  capacity  as
management company of the FCC and representing the FCC;

Master Definitions Agreement means this agreement;

Master  Receivables  Transfer and Servicing  Agreement means the master transfer
and  servicing  agreement  executed on the date of signature  of this  Agreement
between the Sellers,  the Servicers,  the Administrative  Agents, the Management
Company and the Custodian,  pursuant to which each Seller has agreed to transfer
to the FCC all of its title to, rights and interest in Eligible  Receivables and
under which each Servicer is appointed by the  Management  Company to administer
and service the Transferred Receivables;

Minimum Dilution Percentage has the meaning ascribed to it in schedule 10 of the
FCC Regulations;

Minimum Loss Reserve Percentage has the meaning ascribed to it in schedule 10 of
the FCC Regulations;

Monthly  FX Swap  has  the  meaning  ascribed  to it in  schedule  10 of the FCC
Regulations;

Moody's means  Moody's  France SAS, a subsidiary  of Moody's  Investors  Service
Limited,  whose registered  office is at 65-67, rue de la Victoire,  75009 Paris
(France);

Net Financing  means,  with respect to any Interest Payment Date, the amount (if
positive)  calculated by the Management  Company on each  immediately  preceding
Calculation  Date,  based on the  information  received (if  applicable)  on the
immediately  preceding  Information  Date  in the  Consolidated  Report  and the
Consolidated Transfer Offer, being equal to the difference between:

(a)        the sum of:

           (i)       the aggregate  Euro Net Invoice  Amount of the  Transferred
                     Receivables that are Eligible Financing Receivables on that
                     Calculation Date, and

           (ii)      the  sum  of  Euro  Net  Invoice  Amount  of  the  Eligible
                     Financing  Receivables  offered  for sale by the Sellers on
                     such Transfer Date; and

(b)        the sum of:

                                                                         Page 27


           (i)        the  aggregate  Euro Net Invoice  Amount of the  Defaulted
                      Receivables,

           (ii)       the  aggregate  amount  of  all  Euro  Latent  Anticipated
                      Dilutions, and

           (iii)      the Over-collateralisation;

Net Invoice Amount means the total amount payable under an Invoice,  which shall
be equal to the gross nominal  amount for which the Invoice has been issued less
any Authorised Set-Off;

New  Dilutions  means any  Unanticipated  Dilutions  and any Latent  Anticipated
Dilutions issued during the preceding Cut-Off Period less any Latent Anticipated
Dilutions on the previous Calculation Date that were directly paid by the Seller
to the  relevant  Debtor  or that were  applied  to a  Receivable  which was not
transferred to the FCC;

Non Eligible Financing  Receivables means the Eligible  Receivables which do not
comply with the Financing
Eligibility Criteria;

Non Reconciled  Collection  means a sum forming part of the balance  standing to
the credit of the Back-Up Servicer Collection Account which the Back-Up Servicer
has not  matched  with (a) an  Invoice  and (b) a  Collection  in  respect  of a
Receivable;

Non  Securitised   Collection   means,  with  respect  to  any  Non  Securitised
Receivable,  all cash  collections  and other cash proceeds  (including  without
limitation bank transfers, wire transfers, cheques, bills of exchange and direct
debits)  relating to that said Non Securitised  Receivable and received from the
relevant Debtor during any Collection Period;

Non Securitised  Receivable means, at any time of determination,  any Receivable
which has not been  transferred  to the FCC  pursuant to the Master  Receivables
Transfer and Servicing Agreement or which has been retransferred by the FCC to a
Seller  according to clause 7 of the Master  Receivables  Transfer and Servicing
Agreement at such time;

Normal  Amortisation  Period means the period beginning on the FCC Establishment
Date and ending on the Legal  Maturity  Date  (subject to the  occurrence  of an
Accelerated  Amortisation  Event) and  comprising  the Revolving  Period and the
Scheduled Amortisation Period;

Notice of Refusal means any notice of refusal of a Transfer  Offer  delivered by
the Management Company to the relevant Seller or to the relevant  Administrative
Agent,  in  accordance  with clause 3.3 of the Master  Receivables  Transfer and
Servicing  Agreement  and in the form of schedule 21 of appendix 1 of the Master
Receivables Transfer and Servicing Agreement;

Notice of  Transfer  means with  respect  to any  Transferred  Receivables,  the
written  notice  to be  delivered  by the  Management  Company  (or the  Back-Up
Servicer,  as the

                                                                         Page 28


case may be) to the relevant  Debtor upon the occurrence of certain  events,  as
further described in clause 8 of the Master  Receivables  Transfer and Servicing
Agreement;

Notional has the meaning ascribed to it in schedule 10 of the FCC Regulations;

One Month  Outstanding  BTs means,  in respect of the BT Programme  and for each
Interest  Payment Date, the outstanding  principal  amount of BTs that have been
issued by Eliopee on such Interest  Payment Date,  with a maturity date equal to
the following Interest Payment Date (excluded);

Order of Priority  means any of the orders of priority which shall be applied by
the  Management  Company in the payment (or the  provision  for  payment,  where
relevant)  of all debts due and payable by the FCC to any of its  creditors,  as
set out in clause 17 of the FCC Regulations;

Outstanding  Amount of Transferred  Receivables  means, on any Cut-Off Date, the
aggregate of the  outstanding  amount of Transferred  Receivables as declared by
each Seller in the Individual Report;

Outstanding  Deferred  Purchase  Price means on any Payment Date or any Interest
Payment Date, for each currency,  the sum of all the Deferred Purchase Prices of
all preceding  Secondary  Transfer  Dates in such currency less all the Deferred
Purchase Price Repayments made to any Seller on all preceding  Payment Dates and
Interest Payment Dates in such currency;

Over-collateralisation  has the meaning ascribed to it in schedule 10 of the FCC
Regulations;

Over-concentration  has the  meaning  ascribed  to it in  schedule 10 of the FCC
Regulations;

Parent Company means Crown European Holdings, acting in its capacity as:

(a)        guarantor of the Securitisation  Programme to cover certain risks, in
           accordance with the Guarantee Agreement; and

(b)        subscriber of the Seller Units and Subordinated  Units, in accordance
           with the Seller Units  Subscription  Agreement  and the  Subordinated
           Units Subscription Agreement;

Parent  Company  Account means the bank account opened in the name of the Parent
Company  in the books of BNP  Paribas  whose  IBAN code is : FR76 3000 4021 4600
0105 0092 774;

Parent  Company  Early  Amortisation  Event has the  meaning  ascribed  to it in
schedule  13 of  appendix 1 of the Master  Receivables  Transfer  and  Servicing
Agreement;

Parent  Company  Event of Default has the meaning  given to it in schedule 13 of
appendix 1 of the Master Receivables Transfer and Servicing Agreement;

                                                                         Page 29


Parent  Company  Potential  Event  of  Default  has the  meaning  given to it in
schedule  12 of  appendix 1 of the Master  Receivables  Transfer  and  Servicing
Agreement;

Parent Company Termination Date means the date on which:

(a)        a Parent Company Event of Default occurs; or

(b)        a Parent Company Early Amortisation Event occurs; or

(c)        a Receivables Event of Default occurs; or

(d)        the Management  Company or the Custodian is in a breach of any if its
           material  obligations  under  any of the  Securitisation  Transaction
           Documents  to which it is a party and such breach is not cured within
           a period of thirty (30)  calendar  days after it has been informed or
           otherwise aware of such breach,

provided that for the avoidance of doubt, it is expressly agreed between all the
parties to the Securitisation Programme that the representations, warranties and
undertakings  of the Parent Company shall survive for so long as there continues
to exist any  obligations of the Parent Company or any rights of the FCC arising
under any of the FCC  Transaction  Documents  to which the  Parent  Company is a
party which have not been completely discharged or exercised;

Participating Entity means:

(a)        the Custodian;

(b)        Eliopee;

(c)        the Management Company, acting in its own name and in the name and on
           behalf of the FCC;

(d)        the Liquidity Facility Provider;

(e)        the Calculation Agent;

(f)        the Administrator;

(g)        the Letter of Credit Provider;

(h)        the FCC Account Bank;

(i)        the Swap Counterparty,

acting in  whatever  capacity  and  whatever  location  within  the scope of the
Securitisation Programme;

                                                                         Page 30


Payment  Date  means  the  date  occurring  one  (1)  Business  Day  after  each
Calculation Date immediately  following a Cut-Off Date occurring the 5th and the
15th calendar day of each calendar month;

Payment  Request means the notice to be delivered by the relevant  Participating
Entity  to the  Parent  Company  in the  form  of  schedule  1 of the  Guarantee
Agreement;

Potential  Event of Default means,  as applicable,  a Seller  Potential Event of
Default,  a  Servicer  Potential  Event  of  Default,  an  Administrative  Agent
Potential Event of Default or a Parent Company Potential Event of Default;

Principal  Transfer Date means a Transfer Date occurring on an Interest  Payment
Date;

Purchase  Price means,  on any  Calculation  Date preceding a Transfer Date, for
each  currency,  the sum of the Net Invoice  Amount of the Eligible  Receivables
offered for sale on such Transfer Date in such  currency;  the Purchase Price of
any Eligible  Receivable  shall be equal to the Net Invoice Amount stated on the
corresponding Invoice;

Receivables means all amounts payable by a debtor in connection with a Contract,
as specified in an Invoice issued under such Contract,  together with all rights
to payment and all proceeds  relating thereto  (including all Ancillary  Rights)
and as originated by any of the Sellers;

Receivables  Event means that on a given  Calculation Date, one of the following
event occurs:

(a)        Dilution Percentage is above 22%;

(b)        Dilution Average is above 14%;

(c)        BA Spot is above 2.5%;

(d)        BA Average is above 2%;

(e)        DSO Average is above 70 days;

Recovery  means  any  amount  received  by a  Servicer  in  connection  with any
Defaulted Receivable;

Reference Banks means, in relation to Euribor,  the principal office in Paris of
BNP Paribas,  Calyon, Natexis Banques Populaires,  Societe Generale and HSBC-CCF
or such other banks as may be appointed by the Calculation Agent in consultation
with the Management Company;

Reference  Margin  has the  meaning  ascribed  to it in  schedule  10 of the FCC
Regulations;

Refinancing Transaction Documents means:

                                                                         Page 31


(a)        the Eliopee Liquidity Facility Agreement;

(b)        any  agreement   necessary  to  refinance  the   acquisition  of  the
           Transferred Receivables; and

(c)        any other agreement,  instrument, or document executed pursuant to or
           in connection therewith;

Reporting Auditor means Cashmire S.A.,  "Cashback Avantages Clients",  a societe
anonyme  incorporated  under  the laws of  France,  whose  registered  office is
located at 11, rue Albert 1er, 92210 Saint Cloud  (France),  registered with the
Trade and Companies Register of Nanterre under number 409 712 973;

Reporting  Auditor  Fees means the fee payable to the  Reporting  Auditor  which
shall be determined between the Reporting Auditor and Crown European Holdings;

Resignation Letter means a letter  substantially in the form set out in schedule
16 of appendix 1 to the Master  Receivables  Transfer and  Servicing  Agreement,
pursuant to which a Seller may resign from the Securitisation Programme;

Retransfer Date means any Payment Date or any Interest Payment Date on which the
FCC  retransfers to a Seller any  Receivables  which is an Affected  Receivable,
pursuant to the Master Receivables Transfer and Servicing Agreement;

Retransfer  Price means, in relation to any Receivable  retransferred by the FCC
to a  Seller,  the  price to be paid by the  relevant  Seller to the FCC for the
retransfer of the said Receivable, being:

(a)        the Net Invoice  Amount of the said  Receivable,  as appearing on the
           related Invoice on the corresponding Transfer Date; less

(b)        the Collections  received with respect to such Receivable between (i)
           the  Transfer  Date on which it has been  transferred  to the FCC and
           (ii) the relevant Retransfer Date;

Retransferred  Amount means, in relation to any Receivable  retransferred by the
FCC to a Seller:

(a)        the corresponding Retransfer Price; plus

(b)        an amount equal to the total of all additional,  specific, direct and
           indirect, reasonable and justified costs and expenses incurred by the
           FCC in  relation  to  such  Receivable  and  for  which  the  FCC has
           requested  payment in writing,  provided that such expenses shall not
           include the administrative  costs borne by the FCC in connection with
           its holding of such Receivable;

Revolving  Period  means  the  period  within  the  Normal  Amortisation  Period
commencing  on (and  including)  the FCC  Establishment  Date and ending on (but
excluding) the earliest of the following dates:

(a)        the Termination Date;

                                                                         Page 32


(b)        the occurrence of an Accelerated Amortisation Event;

Sale of Products means the sale of packaging products as well as other ancillary
services  or  deliveries   attached   (engineering   and  tools  and  prototypes
deliveries,  reprographic  costs)  produced  or  realised  by the Sellers in the
ordinary course of their respective businesses;

Scheduled  Amortisation  Period means the period within the Normal  Amortisation
Period beginning from (and including) the last day of the Revolving Period until
(and  including)  the Legal  Maturity  Date  (subject  to the  occurrence  of an
Accelerated Amortisation Event);

Screen  Rate  means,  in relation  to  Euribor,  the  percentage  rate per annum
determined  by the Banking  Federation  of the  European  Union for the relevant
period,  displayed on the Euribor 01 Reuters screen. If this page is replaced or
service ceases to be available,  the Calculation  Agent may specify another page
or  service   displaying  the  appropriate  rate  after  consultation  with  the
Management Company;

Secondary Financial Covenants means the following conditions having to be met by
the consolidated financial results of Crown Holdings:

(a)               Total  Leverage  Ratio (as this term is  defined in the Credit
                  Agreement and as drafted at the date hereof): on each date (as
                  calculated for the four  consecutive  complete fiscal quarters
                  of  Crown  Holdings  then  last  ended  and  such   compliance
                  calculations  shall be  provided  within  40 days of the first
                  three fiscal  quarters  and 75 days within the fourth  quarter
                  (such timing periods to coincide with the U.S.  Securities and
                  Exchange  Agency  filings  of  Crown  Holdings)),   the  Total
                  Leverage Ratio will have to be lower than the amount set forth
                  in the table below (the ratio was 4.54x as of 31/12/2004):

............................................... ....................
                 Test Period                         Ratio 1
............................................... ....................
June 30, 2005 to September 30, 2005               6.25 to 1.00
............................................... ....................
December 31, 2005 to September 30, 2006           5.75 to 1.00
............................................... ....................
December 31, 2006 to September 30, 2007           5.25 to 1.00
............................................... ....................
December 31, 2007 to September 30, 2008           4.75 to 1.00
............................................... ....................
December 31, 2008 and thereafter                  4.25 to 1.00
............................................... ....................

(b)               Consolidated  Fixed  Charge  Ratio (as this term is defined in
                  the Credit  Agreement and as drafted at the date  hereof):  on
                  each date (as  calculated  for the four  consecutive  complete
                  fiscal  quarters  of Crown  Holdings  then last ended and such
                  compliance  calculations  shall be provided  within 40 days of
                  the first three fiscal  quarters and 75 days within the fourth
                  quarter  (such  timing  periods  to  coincide  with  the  U.S.
                  Securities and Exchange  Agency  filings of Crown  Holdings)),
                  the  Consolidated  Fixed  Charge  Ratio will have

                                                                         Page 33


                  to be higher than the amount set forth in the table below (the
                  ratio was 1.98x as of 31/12/2004):

.................................................. ........................
                  Test Period                             Ratio 2
.................................................. ........................
June 30, 2005 to September 30, 2005                    1.05 to 1.00
.................................................. ........................
December 31, 2005 to September 30, 2006                1.05 to 1.00
.................................................. ........................
December 31, 2006 to September 30, 2008                1.05 to 1.00
.................................................. ........................
December 31, 2008 to September 30, 2009                1.05 to 1.00
.................................................. ........................
December 31, 2009 and thereafter                       1.05 to 1.00
.................................................. ........................

it being  understood  that  should the  definition  of Total  Leverage  Ratio or
Consolidated  Fixed  Charge  Ratio  change  within  the  Credit  Agreement,  the
Secondary  Financial  Covenants  shall be redefine so as to leave such Secondary
Financial  Covenants (after that change) in the same position as they would have
been in had the change not been made;


Secondary Transfer Date means any Transfer Date occurring on a Payment Date;

Securitisation  Programme means the securitisation  programme  structured by BNP
Paribas in order to  finance  the  purchase  price of the  Eligible  Receivables
payable  by the  FCC to the  Sellers.  When  referred  to in any  Securitisation
Transaction Document, the Securitisation Programme is deemed to include:

(a)        any means or financing and/or refinancing  entered into,  directly or
           indirectly, by the FCC;

(b)        any financial and/or commercial arrangement entered into, directly or
           indirectly,  by the FCC with any contractor,  supplier or other third
           party; and

(c)        any contractor,  supplier or other third parties having entered into,
           directly  or  indirectly,  with  the  FCC  in  any  financial  and/or
           commercial arrangement,

in order to finance the Purchase  Price of the Eligible  Receivables  payable by
the FCC to the Sellers and more generally any of the  transactions  contemplated
in the Securitisation Transaction Documents;

Securitisation Transaction Documents means:

(a)        the FCC Transaction Documents;

(b)        the Refinancing Transaction Documents; and

(c)        any other agreement,  instrument, or document executed pursuant to or
           in connection with any of documents in paragraph (a) and (b);

Seller means any of:

                                                                         Page 34


(a)        the French Sellers; and

(b)        the English Sellers;

Seller Early Amortisation Event has the meaning ascribed to it in schedule 13 of
appendix 1 of the Master Receivables Transfer and Servicing Agreement;

Seller  Event of  Default  has the  meaning  ascribed  to it in  schedule  13 of
appendix 1 of the Master Receivables Transfer and Servicing Agreement;

Seller  Potential Event of Default has the meaning ascribed to it in schedule 12
of appendix 1 of the Master Receivables Transfer and Servicing Agreement;

Seller  Termination  Date  means the date on which a Seller  shall exit from the
Securitisation  Programme  and shall  cease  permanently  to have the  status of
Seller,   so  that  it  is  not  entitled  to  participate  any  longer  to  the
Securitisation Programme, namely the date on which:

(a)        a Seller Event of Default occurs; or

(b)        a Seller Early Amortisation Event occurs; or

(c)        an Administrative Agent Termination Date occurs,

provided that:

           (i)       if the Seller  Termination  Date  occurs as a result of the
                     event  referred to in  sub-clauses  (a) or (b) above,  such
                     Seller  Termination  Date shall  only  affect  that  Seller
                     concerned but not the other Sellers;

           (ii)      if the Seller  Termination  Date  occurs as a result of the
                     event  referred  to in  sub-clause  (c) above,  such Seller
                     Termination  Date shall only  affect  that  Sellers  having
                     appointed the relevant  Administrative Agent,  irrespective
                     of whether or not there is any Seller Event of Default;

           (iii)     if the Seller  Termination  Date  occurs as a result of the
                     occurrence of the Parent  Company  Termination  Date,  such
                     Seller  Termination  Date  shall  affect  all the  Sellers,
                     irrespective of whether or not there is any Seller Event of
                     Default; and

           (iv)      in  all  cases  and  for  the  avoidance  of  doubt,  it is
                     expressly   agreed   between   all  the   parties   to  the
                     Securitisation    Programme   that   the   representations,
                     warranties and  undertakings  of the relevant  Seller,  any
                     Administrative  Agent and the Parent  Company shall survive
                     for so long as there  continues to exist any obligations of
                     that  Seller,  any  Administrative  Agent  and  the  Parent
                     Company or rights of the FCC  arising  under any of the FCC
                     Transaction   Documents   to   which   that   Seller,   any
                     Administrative Agent or the Parent Company is a party which
                     have not been completely discharged or exercised;

                                                                         Page 35


Seller Transaction Documents means:

(a)        the Master Receivables Transfer and Servicing Agreement;

(b)        this Master Definitions Agreement;

(c)        the Agreement Amongst Participating Entities;

(d)        the Back-up Servicing Agreement;

(e)        the Collection Account Security Agreements;

(f)        the Collection Account Bank Agreements; and

(g)        any other agreement,  instrument, or document executed pursuant to or
           in connection with any of the documents  referred to in paragraph (a)
           to (g);

Seller Units means the seller  floating rate units issued or to be issued by the
FCC, according to the FCC Regulations,  in accordance with Articles L. 214-43 to
L. 214-49 of the French Code monetaire et financier,  the proceeds of which will
be used by the Management  Company to purchase the Receivables  from the Sellers
and the  terms and  conditions  of which  are set out in  schedule  5 of the FCC
Regulations;

Seller Units  Amortisation  Amount has the meaning ascribed to it in schedule 10
of the FCC Regulations;

Seller Units  Required  Amount has the meaning  ascribed to it in schedule 10 of
the FCC Regulations;

Seller Units  Issuance  Amount has the meaning  ascribed to it in schedule 10 of
the FCC Regulations;

Seller Units Outstanding Amount has the meaning ascribed to it in schedule 10 of
the FCC Regulations;

Seller Units  Interest  Amount has the meaning  ascribed to it in schedule 10 of
the FCC Regulations;

Seller Units  Interest Rate has the meaning  ascribed to it in schedule 5 of the
FCC Regulations;

Seller Units Subscription  Agreement means the agreement executed on the date of
this  Agreement  between  the Parent  Company  and the  Participating  Entities,
pursuant to which the Parent  Company  agreed,  inter alia, to subscribe  Seller
Units issued by the FCC;

Senior Units means the senior  floating rate units issued or to be issued by the
FCC, according to the FCC Regulations,  in accordance with Articles L. 214-43 to
L. 214-49 of the French Code monetaire et financier,  the proceeds of which will
be used by the Management  Company to purchase the Receivables  from the Sellers
and the  terms and  conditions  of which  are set out in  schedule  4 of the FCC
Regulations;

                                                                         Page 36


Senior Units  Interest  Amount has the meaning  ascribed to it in schedule 10 of
the FCC Regulations;

Senior Units  Interest Rate has the meaning  ascribed to it in schedule 4 of the
FCC Regulations;

Senior Units  Issuance  Amount has the meaning  ascribed to it in schedule 10 of
the FCC Regulations;

Senior Units Repayment has the meaning  ascribed to it in schedule 10 of the FCC
Regulations;

Senior Units Subscription  Agreement means the agreement executed on the date of
this  Agreement  between  Eliopee,  the  Management  Company and the  Custodian,
pursuant to which Eliopee agreed to subscribe Senior Units issued by the FCC;

Series means:

(a)        in respect of the Senior Units,  any series of Senior Units issued on
           a given Issue Date; and

(b)        in respect of the Seller Units,  any series of Seller Units issued on
           a given Issue Date; and

(c)        in  respect of the  Subordinated  Units,  any series of  Subordinated
           Units issued on a given Issue Date;

Servicer means any of:

(a)        the French Servicers; and

(b)        the English Servicers;

Servicer Early  Amortisation Event has the meaning ascribed to it in schedule 13
of appendix 1 of the Master Receivables Transfer and Servicing Agreement;

Servicer  Event of Default  has the  meaning  ascribed  to it in  schedule 13 of
appendix 1 of the Master Receivables Transfer and Servicing Agreement;

Servicer  Potential Event of Default has the meaning  ascribed to it in schedule
12 of appendix 1 of the Master Receivables Transfer and Servicing Agreement;

Servicer Termination Date means the date on which a Servicer shall exit from the
Securitisation  Programme  and shall  cease  permanently  to have the  status of
Servicer,  so  that  it is  not  entitled  to  participate  any  longer  to  the
Securitisation Programme, namely the date on which:

(a)        a Servicer Event of Default occurs; or

(b)        a Servicer Early Amortisation Event occurs; or

                                                                         Page 37


(c)        an Administrative Agent Termination Date occurs,

provided that:

           (i)       if the Servicer  Termination Date occurs as a result of the
                     event  referred to in  sub-clauses  (a) or (b) above,  such
                     Servicer  Termination  Date shall only affect that Servicer
                     concerned but not the other Servicers;

           (ii)      if the Servicer  Termination Date occurs as a result of the
                     event  referred to in sub-clause  (c) above,  such Servicer
                     Termination  Date shall only affect that  Servicers  having
                     appointed the relevant  Administrative Agent,  irrespective
                     of whether or not there is any Servicer Event of Default;

           (iii)     if the Servicer  Termination Date occurs as a result of the
                     occurrence of the Parent  Company  Termination  Date,  such
                     Servicer  Termination  Date shall affect all the Servicers,
                     irrespective  of whether or not there is any Servicer Event
                     of Default; and

           (iv)      in  all  cases  and  for  the  avoidance  of  doubt,  it is
                     expressly   agreed   between   all  the   parties   to  the
                     Securitisation    Programme   that   the   representations,
                     warranties and undertakings of the relevant  Servicer,  any
                     Administrative  Agent and the Parent  Company shall survive
                     for so long as there  continues to exist any obligations of
                     that  Servicer,  any  Administrative  Agent and the  Parent
                     Company or rights of the FCC  arising  under any of the FCC
                     Transaction   Documents   to  which  that   Servicer,   any
                     Administrative Agent or the Parent Company is a party which
                     have not been completely discharged or exercised;

Servicer Trigger Event means one of the following events occurs on a given date:

(a)        a Suppliers Trigger;

(b)        a Financial Covenant is not met;

(c)        the available  amount on the  syndicated  revolving  credit  facility
           entered  into  in  September  2004 by  Crown  Holdings  is less  than
           20,000,000 Euro (or the US Dollars equivalent thereof); or

(d)        a Servicer Event of Default;

Servicing Fee means the fee payable by the FCC to the Servicers  pursuant to the
Master Receivables  Transfer and Servicing Agreement and which shall be equal to
0.05% of the Aggregate Net Invoice Amount as of the preceding  Interest  Payment
Date;

                                                                         Page 38


Servicing  Procedures  means,  in  respect  of each  Servicer,  the  procedures,
guidances,  whether  written or oral,  used by such Servicer for the purposes of
servicing the Eligible Receivables and the Transferred Receivables;

Solvency Certificate means the certificate issued periodically by each Seller in
the  form  set  out  in  schedule  7 of the  Seller's  appendix  to  the  Master
Receivables Transfer and Servicing Agreement;

Specific  Cost means any cost  borne,  directly  or  indirectly  and of whatever
nature  (including  but  not  limited  to any  early  breakage,  termination  or
reversing of any agreement entered into for the purpose of fixing,  financing or
otherwise hedging any amount or transaction under the  Securitisation  Programme
together with any cost incurred in liquidating or re-employing  funds from third
parties  acquired or contracted for in order to fund any  transaction  under the
Securitisation  Programme (to the exclusion,  for the avoidance of doubt, of any
cost   incurred  in  respect  of  any  capital   adequacy   treatment   and  its
consequences)),  by  a  Participating  Entity,  including  its  contractors  and
suppliers acting in relation to the Securitisation  Programme and, in particular
but not  limited  to,  the  Liquidity  Facility  Provider,  as a  result  of the
occurrence of one of the following events:

(a)        a Seller  or, as the case may be, an  Administrative  Agent,  for any
           reason whatever:

           (i)       revokes any  Individual  Transfer Offer or, as the case may
                     be, any Consolidated Transfer Offer; or

           (ii)      fails to strictly  perform any of the steps,  procedures or
                     formalities set out in any of the FCC Transaction Documents
                     to which it is a party within the appropriate  timeframe to
                     allow the  effective  transfer of the title of the relevant
                     Seller to, and their  rights and  interest in, the Eligible
                     Receivables  to the FCC,  no later than  11.00 a.m.  on the
                     relevant Transfer Date;

(b)        a Seller, a Servicer,  an Administrative  Agent or the Parent Company
           does  not  perform  any  of its  obligations  under  any  of the  FCC
           Transaction Documents to which it is a party; or

(c)        the Back-Up  Servicer is appointed in accordance  with clause 20.3 of
           the Master Receivables Transfer and Servicing Agreement;

Standby  Period  means  the  period   commencing  on  (and  including)  the  FCC
Establishment  Date and ending on (but  excluding) the earliest of the following
dates:

(a)        the Substitution Date; and

(b)        the Back-Up Servicer Termination Date;

Standby Period Report means the report to be provided by the Back-Up Servicer on
the  third  (3rd)  Business  Day  following  an  Interest  Payment  Date  to the
Management  Company with respect to the immediately  preceding  Interest Period,
substantially in

                                                                         Page 39


the form set out in (and containing the information  referred to in) schedule 10
of the Back-Up Servicing Agreement;

Subordinated  Units means the  subordinated  units issued or to be issued by the
FCC, according to the FCC Regulations,  in accordance with Articles L. 214-43 to
L. 214-49 of the French Code monetaire et financier,  the proceeds of which will
be used by the Management  Company to purchase the Receivables  from the Sellers
and the  terms and  conditions  of which  are set out in  schedule  6 of the FCC
Regulations;

Subordinated  Units  Amortisation  Amount  has  the  meaning  ascribed  to it in
schedule 10 of the FCC Regulations;

Subordinated Units Required Amount has the meaning ascribed to it in schedule 10
of the FCC Regulations;

Subordinated Units Interest Rate has the meaning ascribed to it in schedule 6 of
the FCC Regulations;

Subordinated Units Issuance Amount has the meaning ascribed to it in schedule 10
of the FCC Regulations;

Subordinated Units Outstanding Amount has the meaning ascribed to it in schedule
10 of the FCC Regulations;

Subordinated Units Interest Amount has the meaning ascribed to it in schedule 10
of the FCC Regulations;

Subordinated  Units  Subscription  Agreement means the agreement executed on the
date of  this  Agreement  between  the  Parent  Company  and  the  Participating
Entities,  pursuant to which the Parent Company agreed, inter alia, to subscribe
Subordinated Units issued by the FCC;

Substitution Date means, with respect to a given Servicer, the date on which the
Back-Up Servicer  receives a written notice of termination of the appointment of
that Servicer from the Management Company;

Substitution  Period means the period commencing on (and including) the last day
of the Standby  Period until (and  including) the Back-Up  Servicer  Termination
Date;

Supplementary  Cost  means  any  cost or loss of  whatever  nature  incurred  or
suffered,  directly or indirectly,  by a Participating Entity as a result of its
participation in the  Securitisation  Programme as a result of the occurrence of
one of the  following  events as from the Closing  Date,  and which it would not
have incurred by virtue of its rights and obligations  under the  Securitisation
Programme if such event had not occurred:

(a)        further  to  any  Change  of   Legislation,   the  partial  or  total
           performance of the obligations of a Participating Entity under any of
           the   Securitisation   Transaction   Documents   becomes  illegal  or
           impossible; or

                                                                         Page 40


(b)        an  entity  or  person  (including  any  party to the  Securitisation
           Transaction  Documents)  challenges the validity,  enforceability  or
           effectiveness of any legal or financial mechanism provided for in any
           of  the  Securitisation   Transaction  Documents,  on  the  basis  of
           reasonable legal considerations or arguments; or

(c)        for  any  reason  whatsoever,  and in  particular  (but  without  any
           limitation) a Change of Legislation, a Participating Entity:

           (i)       does  not or will not  obtain  the  full  payment  which it
                     should   have   received   by  virtue  of  its  rights  and
                     obligations  under  the  Securitisation  Programme  if  the
                     above-mentioned  event had not occurred (unless  previously
                     compensated for by the payment of any Tax Deduction); or

           (ii)      does  not  or  will  not  obtain  the  net  return  (before
                     corporation   or   income   tax)  on   regulatory   capital
                     (including,  but not  limited  to,  any  cost  incurred  in
                     respect  of  any  capital   adequacy   treatment   and  its
                     consequences)  which it should  have  received by virtue of
                     its  rights  and  obligations   under  the   Securitisation
                     Programme if the above-mentioned event had not occurred; or

           (iii)     incurs an additional or increased  cost of whatever  nature
                     (including,  but not  limited  to,  any  new  Tax  (whether
                     supplementary or otherwise,  present or future) of whatever
                     nature,  including  corporation  tax or  income  tax)  as a
                     result of its participation in the Securitisation Programme
                     or by  virtue  of  sums  received  by  it  under  the  said
                     Securitisation  Programme  and  which  it  would  not  have
                     incurred by virtue of its rights and obligations  under the
                     Securitisation  Programme if the above-mentioned reason had
                     not occurred,

it being understood that:

(aa)       paragraph (b) above shall apply only with respect to any cost or loss
           of whatever nature incurred or suffered,  directly or indirectly,  by
           the  FCC  or  Eliopee  as a  result  of  their  participation  in the
           Securitisation Programme; and

(bb)       paragraph  (c) above shall  exclude  any cost  arising as a result of
           changes to Tax on the  overall net income of a  Participating  Entity
           (except for the FCC and Eliopee which, on the date of signing of this
           Agreement are exempted from corporate or equivalent  taxes or benefit
           from a reduced or privileged corporate tax rate);

Suppliers  Trigger means,  on any Calculation  Date before any Interest  Payment
Date, if any of the following  event occurs (GBP amounts being converted to Euro
using the Applicable Exchange Rate of such Calculation Date):

                                                                         Page 41


(a)        the net aggregate  amount of overdue  payables as of the Cut-Off Date
           is greater than 25% of the gross aggregate  amount of all payables on
           all UK and France Crown Entities (excluding  inter-company payables),
           or

(b)        the net  aggregate  amount of the  payables  remaining  unpaid on the
           Cut-Off  Date,  between 31 calendars  days and 60 calendar days after
           their  respective Due Date is greater than 3% of the gross  aggregate
           amount of all payables on all UK and France Crown Entities (excluding
           inter-company payables);

Swap  Agreement  means  the  currency  swap  agreement  entered  into on the FCC
Establishment  Date  between the FCC and BNP  Paribas,  in its  capacity as Swap
Counterparty,  comprising an FBF Master  Agreement,  the schedule  thereto and a
confirmation entered into pursuant thereto; the Swap Agreement governs the terms
under which the FCC and the Swap  Counterparty  will as applicable  from time to
time during the life of the Securitisation Programme, enter into:

(a)        several Monthly FX Swaps;

(b)        one Final FX Swap;

(c)        several Final Reverse FX Swaps;

Swap Cost has the meaning ascribed to it in schedule 10 of the FCC Regulations;

Swap Counterparty  means BNP Paribas acting in its capacity as swap counterparty
under the Swap Agreement or any successor thereto;

TARGET  means  Trans-European   Automated  Real-time  Gross  Settlement  Express
Transfer payment system;

TARGET Day means any day on which TARGET is open for the  settlement of payments
in euro;

Tax Credit means a credit against,  relief or remission for, or repayment of any
Tax;

Tax Deduction means any deduction or withholding for or on account of Tax, which
relates to any payment of whatever nature, which must be made by:

(a)        a Seller,  a Servicer or an  Administrative  Agent to a Participating
           Entity or vice-versa; or

(b)        by a Participating Entity to another Participating Entity,

in  relation to the  Securitisation  Programme,  and which  would  result from a
Change of Legislation;

Tax Payment means an increased payment made by:

(a)        a Seller,  a Servicer or an  Administrative  Agent to a Participating
           Entity; or

(b)        by a Participating Entity to another Participating Entity,

                                                                         Page 42


under clause 3.1.1 of the Agreement Amongst Participating Entities;

Taxes means all present and future taxes, levies,  imposts, duties or charges of
any nature whatsoever,  and wheresoever imposed,  including (without limitation)
value added tax or any  similar tax and any  franchise,  transfer,  sales,  use,
business,  occupation,  excise, personal property,  real property,  stamp, gross
income, fuel, leasing,  occupational,  turnover,  excess profits,  excise, gross
receipts,  franchise,   registration,   licence,  corporation,   capital  gains,
export/import, income, levies, imposts, withholdings or other taxes or duties of
any  nature  whatsoever  (or  any  other  amount  corresponding  to  any  of the
foregoing) now or hereafter imposed, levied, collected,  withheld or assessed by
any national or regional taxing or fiscal authority or agency, together with any
penalties,  additions to tax,  fines or interest  thereon,  and tax and taxation
shall be construed accordingly;

Termination Date means:

(a)        the date falling one (1) Business Day after the 59th Interest Payment
           Date following the Closing Date; or

(b)        the date on which the  Liquidity  Facility  Provider  has informed in
           writing the parties to the Securitisation  Programme that the Eliopee
           Liquidity  Facility  Agreement was terminated in accordance  with its
           terms and conditions;

Transaction Fees means, on each Interest Payment Date, the costs incurred by the
FCC and payable by the Sellers and which is equal to the difference between:

(a)        The sum of:

           (i)        the Funding Costs;

           (ii)      the Swap Costs for the Monthly FX Swap  entered into on the
                     previous  Interest  Payment  Date  immediately  preceding a
                     Calculation Date (to be added or subtracted depending on it
                     being a positive or negative amount);

           (iii)     (aa)  170,000  Euros  plus  the  greater  of the  following
                     amounts: 0.20% of the FCC Maximum Amount and 200,000 Euros,
                     (bb) divided by 12;

           (iv)      the Back-Up Servicer notification fees if applicable;

           (v)       0.05%  of  the  Aggregate   Net  Invoice   Amounts  of  all
                     outstanding  Transferred  Receivables  as of the  preceding
                     Interest Payment Date;

           (vi)      the Reporting Auditor Fees, and

(b)        the Financial Income as of the Interest Payment Date;

Transfer Date means any Interest  Payment Date or any Payment Date  occurring no
later than the Final Termination
Date;

                                                                         Page 43


Transfer  Document means any acte de cession de creances  executed in accordance
with the  provisions of Articles L. 214-43 et seq. of the French Code  monetaire
et financier and with the Decree, in the form of schedule 5 of appendix 1 to the
Master  Receivables  Transfer  and  Servicing  Agreement,  pursuant to which any
Seller transfers to the FCC its Eligible Receivables;

Transfer  File  means the  computer  file  delivered  by any  Seller  (or by the
relevant  Administrative  Agent  acting  in its name and on its  behalf)  to the
Management  Company on the  relevant  Transfer  Date as attached to the relevant
Transfer  Document,  as  described  in  schedule  26 of appendix 1 of the Master
Receivables Transfer and Servicing Agreement;

Transfer  Offer means,  as the case may be, an Individual  Transfer Offer or the
corresponding Consolidated Transfer Offer;

Transferred Receivable means any Receivable which:

(a)        has been transferred by a Seller to the FCC under the  Securitisation
           Programme; and

(b)        has not been retransferred by the FCC to a Seller according to clause
           7 of the Master Receivables Transfer and Servicing Agreement;

(c)        remains outstanding; and

(d)        is not an Affected Receivable;

Unanticipated  Dilution means, for a given Transferred  Receivable that has been
partially  paid by the  corresponding  Debtor  during the  Cut-Off  Period,  any
difference between:

(a)        the Net Invoice Amount relating to the said  Transferred  Receivable,
           reduced by the amount of the Consumed  Anticipated  Dilution relating
           to the said Transferred Receivables; and

(b)        the amount actually collected by the relevant Servicer for payment of
           such Transferred Receivable,

which  corresponds  to any credit note,  rebate,  discount,  refund,  set-off or
similar event which might affect, for any reason whatsoever (other than a credit
default of the relevant  Debtor) the amount due by the  relevant  Debtor under a
given Transferred Receivable,  as such amount was recorded and calculated by the
Servicer on the last  Information  Date. The event and amount of which have been
agreed between the relevant Seller and Debtor after the last Information Date;

Unitholder means a holder from time to time of any Unit;

Units means the Senior Units, the Seller Units and the Subordinated Units issued
or to be issued by the FCC, according to the FCC Regulations, in accordance with
articles  L.  214-5,  L.  214-43 to L.  214-49 and L.  231-7 of the French  Code
monetaire et

                                                                         Page 44


financier,  the  proceeds  of which  will be used by the  Management  Company to
purchase from time to time the Receivables from the Sellers;

Unjustified  Amount  means  any  amount  paid by a  Servicer  under  one or more
Receivables  and credited to the FCC  Collection  Account among the  Collections
credited thereto during a Cut-Off Period,  as recorded in the last  Consolidated
Report:

(a)        over and above any sums  actually  paid by the related  Debtor  under
           such Receivable(s), or

(b)        under  Receivable(s)  which is (are) not owned by the FCC on the date
           on which such payment is made;

Yield  Reserve  Amount has the meaning  ascribed to it in schedule 10 of the FCC
Regulations;

2.2 In any Securitisation Transaction Document or other agreement, instrument or
deed incorporating by reference to this Master Definitions Agreement or to which
this Master Definitions Agreement is expressed to apply any reference to:

(a)        any Party  shall be  construed  so as to include  its  successors  in
           title, permitted assigns and permitted transferees;

(b)        administration, bankruptcy, liquidation, dissolution, receivership or
           winding-up  of a  person  shall be  construed  so as to  include  any
           equivalent  or analogous  proceedings  (including  any  suspension of
           payments) under the laws of the  jurisdiction in which such person is
           incorporated (or, if not a company or corporation,  domiciled) or any
           jurisdiction  in  which  such  person  has  its  principal  place  of
           business;

(c)        an affiliate of any company or corporation  means, in relation to any
           person, a subsidiary of that person, a holding company of that person
           or any other subsidiary of that holding company;

(d)        the  law   includes   any  law,   constitution,   decree,   judgment,
           legislation,  order, ordinance,  regulation, statute, treaty or other
           legislative  measure in any  jurisdiction  and any  present or future
           directive,  regulation,  guideline,  practice, concession, request or
           requirement  whether  or not  having  the force of law  issued by any
           governmental body or supranational  body, agency or department or any
           central bank or other fiscal, monetary,  regulatory,  self regulatory
           or other  authority or agency  (including for the avoidance of doubt,
           any rule implemented by the Autorite des marches financiers);

(e)        person  shall be  construed  as a  reference  to any  firm,  company,
           corporation,  business  trust,  joint stock  company,  joint  venture
           government,   state  or  agency  or  authority  of  a  state  or  any
           association  or  partnership  (whether or not having  separate  legal
           personality)  or any other  entity of whatever  nature as the context
           may require;

                                                                         Page 45


(f)        stamp  duty  shall  be   construed  as  a  reference  to  any  stamp,
           registration  or  other  documentary  Tax or other  similar  Taxes or
           duties  (including,  without  limitation,  any  penalty  or  interest
           payable in connection  with any failure to pay or any delay in paying
           out any of the same); and

(g)        Value Added Tax or VAT shall be  construed  as a  reference  to value
           added tax under the laws of France and the United Kingdom.

3          PRINCIPLES OF CONSTRUCTION

In any  Securitisation  Transaction  Document or other agreement,  instrument or
deed  incorporating by reference this Master  Definitions  Agreement or to which
this Master Definitions Agreement is expressed to apply the following principles
of construction shall apply:

(a)        the headings in any  Securitisation  Transaction  Document  shall not
           affect its interpretation;

(b)        unless the context  otherwise  requires,  words denoting the singular
           number only shall include the plural number also, and vice versa, and
           words  denoting  persons only shall include firms,  corporations  and
           other  organised   entities,   whether  separate  legal  entities  or
           otherwise, and vice versa;

(c)        unless  the  context  otherwise   requires,   any  reference  in  any
           Securitisation Transaction Document to:

           (i)       any  agreement  or other  document  shall be construed as a
                     reference to the relevant agreement or document as the same
                     may  have  been,  or may from  time to time  be,  replaced,
                     extended,   amended,   varied,  novated,   supplemented  or
                     superseded;

           (ii)      any statutory  provision or legislative  enactment shall be
                     deemed also to refer to any  re-enactment,  modification or
                     replacement thereof and any statutory instrument,  order or
                     regulation made thereunder or under any such  re-enactment;
                     and

           (iii)     any party to a  Securitisation  Transaction  Document shall
                     include references to its successors, permitted assigns and
                     any person  deriving title under or through it;  references
                     to the  address of any person  shall,  where  relevant,  be
                     deemed to be a  reference  to its  address as current  from
                     time to time;

(d)        unless expressly provided for to the contrary, all references made in
           any Securitisation Transaction Document to a day, are references to a
           calendar day;

(e)        the Recitals,  Schedules and Appendices  (including their Annexes) to
           any Securitisation  Transaction  Documents constitute an integral and
           substantive part of this  Securitisation  Transaction  Document.  Any
           reference  to any

                                                                         Page 46


           Securitisation  Transaction  Document  includes  a  reference  to its
           Recitals, Schedules and Appendices (including their Annexes);

(f)        unless expressly provided for to the contrary, all references made in
           any  Securitisation  Transaction  Document to a Recital,  a Clause, a
           Sub-clause,  a Schedule, a Part or an Appendix,  are reference to the
           recitals, the clauses, the sub-clauses,  the schedules, the parts and
           the appendices of this Securitisation Transaction Document;

(g)        unless expressly provided for to the contrary,  references to time in
           any  Securitisation  Transaction  Document are to local time in Paris
           (France);

(h)        words  appearing  in any  Securitisation  Transaction  Document  in a
           language  other than English shall have the meaning  ascribed to them
           under  the law of the  corresponding  jurisdiction  and such  meaning
           shall prevail over their translation into English, if any;

(i)        where an  obligation is expressed in any  Securitisation  Transaction
           Document to be performed on a date which is not a Business  Day, such
           date shall be postponed to the first following day that is a Business
           Day;

(j)        where any party to any Securitisation  Transaction Document from time
           to time  acts in more than one  capacity  under  such  Securitisation
           Transaction   Document,   the   provisions  of  that   Securitisation
           Transaction  Document  shall apply to it as though it were a separate
           party in each such capacity  except insofar as they require it in one
           capacity  to give as  notices  or  information  to itself in  another
           capacity;

(k)        references  in any  Securitisation  Transaction  Document  to the FCC
           shall be deemed to be references to the Management  Company acting in
           the name and on behalf of the FCC and  references  to the  Management
           Company in any Securitisation Transaction Document shall be deemed to
           be references  to the  Management  Company  acting in the name and on
           behalf of the FCC; and

(l)        unless  expressly  provided for to the contrary,  all fees or a costs
           payable by any party to the Securitisation  Transaction  Documents to
           any other party under any Securitisation  Transaction  Document shall
           be exclusive of Taxes and VAT (if any).

4          APPLICATION OF COMMON TERMS

The  common  terms set out  below  shall be  deemed  to be  incorporated  in any
Securitisation  Transaction  Document  or other  agreement,  instrument  or deed
expressly and specifically  incorporating  by reference this Master  Definitions
Agreement or to which this Master Definitions Agreement is expressed to apply.

                                                                         Page 47


4.1      NOTICES

4.1.1    Communications in writing and addresses

Unless  otherwise  stated  herein and  subject  to Clause  4.1.3,  each  notice,
request,  demand or other communication to be made under this Agreement shall be
made in writing by facsimile or letter to the parties as follows:

Management Company:

           FRANCE TITRISATION

           Immeuble Tolbiac
           75450 Paris Cedex 09
           France

           Attention:              Michel Duhourcau, Secretaire General
                                   ACI:  CTA01A1
                                   telephone:           +33 (0)1 40 14 57 05
                                   facsimile:           +33 (0)1 40 14 55 91

Custodian,  Calculation  Agent, FCC Account Bank,  Liquidity  Facility Provider,
Swap Counterparty, Administrator and Letter of Credit Provider:

           BNP PARIBAS

           3, rue d'Antin
           75078 Paris Cedex 02
           France

           Attention:              Violaine Delaunay
                                   ACI:  CAA05B1
                                   telephone:           +33 (0)1 43 16 97 25
                                   facsimile:           +33 (0)1 42 98 60 02

Parent Company:

           CROWN EUROPEAN HOLDINGS SA

           Le Colisee 1, rue Fructidor
           75830 Paris Cedex 17
           France

           Attention:              Paul Browett
                                   telephone:           +33 (0)1 49 18 40 44
                                   facsimile:           +33 (0)1 49 18 45 08

           with copy to:           Lakon Holloway
                                   telephone:           +33 (0)1 49 18 41 11
                                    facsimile:          +33 (0)1 49 18 45 13

                                                                         Page 48


French Administrative Agent:

           CROWN EMBALLAGE FRANCE SAS

           Le Colisee 1, rue Fructidor
           75830 Paris Cedex 17
           France

           Attention:              Paul Browett
                                   telephone:           +33 (0)1 49 18 40 44
                                   facsimile:           +33 (0)1 49 18 45 08

           with copy to:           Lakon Holloway
                                   telephone:           +33 (0)1 49 18 41 11
                                   facsimile:           +33 (0)1 49 18 45 13


French Sellers:

           CROWN EMBALLAGE FRANCE SAS and CROWN BEVCAN FRANCE SAS

           Le Colisee 1, rue Fructidor
           75830 Paris Cedex 17
           France

           Attention:              Paul Browett
                                   telephone:           +33 (0)1 49 18 40 44
                                   facsimile:           +33 (0)1 49 18 45 08

           with copy to:           Lakon Holloway
                                   telephone:           +33 (0)1 49 18 41 11
                                   facsimile:           +33 (0)1 49 18 45 13


English Administrative Agent:

           CROWN PACKAGING UK PLC

           Wantage
           Oxon
           OX12 9BP
           United-Kingdom

           Attention:              John Davidson
                                   telephone:           +(44) 1235 402997
                                   facsimile:           +(44) 1235 402917

           with copy to:           Lakon Holloway
                                   Le Colisee 1, rue Fructidor
                                   75830 Paris Cedex 17
                                   France
                                   telephone:           +33 (0)1 49 18 41 11
                                   facsimile:           +33 (0)1 49 18 45 13

                                                                         Page 49


English Sellers:

           CROWN PACKAGING UK PLC, CROWN  SPECIALITY  PACKAGING UK PLC and
           CROWN AEROSOLS UK LTD

           Wantage
           Oxon
           OX12 9BP
           United-Kingdom

           Attention:              John Davidson
                                   telephone:           +(44) 1235 402997
                                   facsimile:           +(44) 1235 402917

           with copy to:           Lakon Holloway
                                   Le Colisee 1, rue Fructidor
                                   75830 Paris Cedex 17
                                   France
                                   telephone:           +33 (0)1 49 18 41 11
                                   facsimile:           +33 (0)1 49 18 45 13


Eliopee:

           ELIOPEE LIMITED

           PO Box 87
           22 Grenville Street
           St Helier
           Jersey, Channel Islands, JE4 8PX

           Attention:              the Company Secretary, Group 26, Mourant &
                                   Co. Limited
                                   facsimile:           +(44) 1534 609333

Back-Up Servicer:

           GE FACTOFRANCE

           Tour Facto
           18, rue Hoche
           92988 Paris La Defense Cedex
           France

           Attention:              Jean-Louis Cassier or Philippe Durand
                                   telephone:       +33 (0)1 46 35 70 98 / 68 33
                                   facsimile:       +33 (0)1 46 35 69 00

or to any other address or facsimile  number,  or for the attention of any other
person, which or who are brought to the attention of the other party pursuant to
this Clause 4.1.1 and to Clause 4.1.2.

                                                                         Page 50


4.1.2    Delivery

Subject to Clause 4.1.3, any communication,  notification or document to be made
or delivered by any party to the other pursuant to this Agreement  shall (unless
that  other  party has by  fifteen  days'  written  notice  to the  other  party
specified  another  address or  facsimile  number) be made or  delivered to that
other person at the address or facsimile  number  identified in Clause 4.1.1 and
shall be deemed to have been made or delivered when duly dispatched (in the case
of any  communication  made by  facsimile)  or when left at that address (in the
case of any  communication  made by letter) or when a return receipt is received
in the case of a letter dispatched by registered mail where a return receipt has
been requested.

4.1.3    Electronic communication

Any  communication  to be made between the parties to this Agreement under or in
connection  with  this  Agreement  may be  made  by  electronic  mail  or  other
electronic means, unless and until one party notifies the other to the contrary.
To this end, each party to this Agreement undertakes to:

(a)        notify, on or before the date of this Agreement, the other parties in
           writing of their electronic mail address and/or any other information
           required to enable the sending  and  receipt of  information  by that
           means; and

(b)        notify  immediately  the other parties of any change to their address
           or any other such information supplied by them.

Any communication,  notification or document to be delivered by any one party to
the  other  pursuant  to this  Clause,  shall be  deemed  to have  been  made or
delivered when a electronic return receipt is received.

4.2      PAYMENT MECHANICS

On each  date on  which  a  party  is  required  to  make a  payment  under  any
Securitisation Transaction Document, that party shall make the same available to
the  other  party  or  parties  (unless  a  contrary  indication  appears  in  a
Securitisation  Transaction  Document) for value on the due date at the time and
in such funds specified by the relevant party as being customary at the time for
settlement of transactions in the relevant currency in the place of payment.

4.3      CALCULATIONS AND CERTIFICATES

4.3.1    Accounts

In any  litigation or  arbitration  proceedings  arising out of or in connection
with a  Securitisation  Transaction  Document,  the entries made in the accounts
maintained  by a party are prima  facie  evidence  of the  matters to which they
relate.

                                                                         Page 51


4.3.2    Certificates and determinations

Any  certification  or  determination  by a party of a rate or amount  under any
Securitisation  Transaction  Document  is, in the  absence  of  manifest  error,
conclusive evidence of the matters to which it relates.

4.3.3    Day count convention

Any interest,  commission or fee accruing under any  Securitisation  Transaction
Document  will  accrue  from day to day and is  calculated  on the  basis of the
actual  number of days  elapsed and a year of 360 days or, in any case where the
practice  in the  relevant  market  differs,  in  accordance  with  that  market
practice.

5        CONFIDENTIALITY

5.1 Each of the parties to this Master Definitions  Agreement undertakes for the
term of this Master  Definitions  Agreement  and for a period of two years after
the FCC Liquidation  Date, not to disclose to any  individual,  person or entity
whatsoever nor to use (otherwise  than in accordance  with the provisions of the
Securitisation Transaction Documents) any Confidential Information,  and to take
all steps  necessary  to avoid any such  disclosure  or use,  provided  that the
provisions of this Clause 5 shall neither:

(a)        prevent  any  party  to  this  Master   Definitions   Agreement  from
           disclosing information:

           (i)       to  any  other  party  to  the  Securitisation  Transaction
                     Documents  pursuant  to  the  provisions  set  out  in  the
                     Securitisation Transaction Documents;

           (ii)      already lawfully known to its addressee when the latter has
                     become aware of the said  information in any capacity other
                     than as a party to a Securitisation  Transaction  Document,
                     subject  to any other  confidentiality  clauses  or secrecy
                     laws;

           (iii)     which is not a Confidential Information;

           (iv)      which is in or enters into the public  domain other than as
                     a result of breach of  confidentiality or fault on the part
                     of the addressee;

           (v)       to  advisors  or  auditors  acting  within the scope of the
                     Securitisation  Transaction Documents or within the context
                     of the advisors or auditors duties for the relevant party;

           (vi)      with the written  agreement  of all parties to the relevant
                     Securitisation Transaction Document;

           (vii)     necessary  to the  search,  if  that  should  occur,  for a
                     substitute Servicer of the Transferred Receivables pursuant
                     to  Clause  20.3 of the  Master  Receivables  Transfer  and
                     Servicing Agreement,  as long as such a

                                                                         Page 52


                     substitute   Servicer   enters   into   a   confidentiality
                     undertaking the terms of which are  reasonably satisfactory
                     to the parties to this Agreement;

           (viii)    necessary in respect of the  syndication  of the  liquidity
                     facility granted pursuant to the Eliopee Liquidity Facility
                     Agreement; or

           (ix)      which  Moody's,  the Banque de  France,  the  Autorite  des
                     marches financiers or any other financial or stock exchange
                     authority could reasonably request; nor

(b)        apply to:

           (i)       any information  that the recipient is required to disclose
                     pursuant  to any law or order of any court or  pursuant  to
                     any  direction,  request  or  requirement  (whether  or not
                     having  the  force  of  law)  of any  central  bank,  stock
                     exchange  or  any   governmental  or  other  regulatory  or
                     taxation authority in any jurisdiction (including,  without
                     limitation, any official bank examiners or regulators); or

           (ii)      any  information  that the  recipient  reasonably  needs to
                     disclose for the  protection or  enforcement  of any of its
                     rights under any Securitisation Transaction Document.

Each of the parties to this Master Definitions  Agreement shall procure that any
of their officers,  employees,  agents or other representatives  comply with the
provisions of this Clause 5 and that any potential  liquidity provider under the
Eliopee Liquidity Facility Agreement (as referred in sub-clause (a)(viii) above)
and/or  substitute  servicer  (as referred in  sub-clause  (a)(vii)  above),  as
applicable,  be  subject to a  confidentiality  undertaking  complying  with the
provisions of this Clause 5.

5.2 For the purpose of executing and running the Securitisation  Programme,  and
notwithstanding  any  provision to the  contrary (if any) in any  Securitisation
Transaction Document,  each of the Sellers,  Servicers and Administrative Agents
expressly and irrevocably:

(a)        discharges,  to the extent necessary to apply Sub-clause  5.2(b), the
           Participating  Entities  from  any  and  all  their  obligations  and
           responsibilities under any banking secrecy laws; and

(b)        authorises  the  Participating  Entities to  communicate  any and all
           information in relation to the Securitisation  Transaction  Documents
           (including a true and accurate copy of any Securitisation Transaction
           Documents)  to  any  person  or  entity  participating   directly  or
           indirectly in the Securitisation Programme.

                                                                         Page 53


6        GOVERNING LAW AND SETTLEMENT OF DISPUTES

6.1      GOVERNING LAW

This  Agreement  shall be governed by, and  construed and enforced in accordance
with the laws of France.

6.2      SETTLEMENT OF DISPUTES

The parties  hereto  submit to the  exclusive  jurisdiction  of the  Tribunal de
Commerce  de  Paris  to  settle  any  disputes,  which  may  arise  out of or in
connection with this Agreement.

In the event of any dispute which may arise between the  Management  Company and
the Custodian in connection  with a determination  and/or a calculation  made by
the  Management  Company  under any  Securitisation  Transaction  Document,  the
Management  Company and the Custodian  shall use their best endeavours to settle
their dispute on an amicable basis.

                                                                         Page 54


Executed in Paris, in twenty-three (23) originals,
on 21 June 2005




- ------------------------------------          ----------------------------------
FRANCE TITRISATION,                           BNP PARIBAS,
as Management Company                         as Custodian and FCC Account Bank

Name:      Pascal POMMIER                     Name:      Caroline BECAVIN
Title:     Authorised Signatory               Title:     Authorised Signatory







- ------------------------------------          ----------------------------------
BNP PARIBAS,                                  BNP PARIBAS,
as Liquidity Facility Provider                as Administrator, Letter of Credit
                                              Provider and Calculation Agent
Name:      John BLAYNEY
Title:     Authorised Signatory               Name:      Florent LE COZ
                                              Title:     Authorised Signatory



                                                                         Page 55








- ------------------------------------          ----------------------------------
BNP PARIBAS,                                  ELIOPEE LIMITED,
as Swap Counterparty                          as Eliopee

Name:      Baptiste RANJARD                   Name:      Baptiste RANJARD
Title:     Authorised Signatory               Title:     Authorised Signatory









- ------------------------------------          ----------------------------------
CROWN EMBALLAGE FRANCE SAS,                   CROWN BEVCAN FRANCE SAS,
as French Seller, French Servicer             as French Seller and French
and French Administrative Agent               Servicer

Name:      Raymond METZGER                    Name:      Raymond METZGER
Title:     Authorised Signatory               Title:     Authorised Signatory







- ------------------------------------          ----------------------------------
CROWN PACKAGING UK PLC,                       CROWN SPECIALITY PACKAGING UK PLC,
as English Seller, English Servicer           as English Seller and English
and English Administrative Agent              Servicer


Name:      Paul BROWETT                       Name:      Paul BROWETT
Title:     Authorised Signatory               Title:     Authorised Signatory


                                                                         Page 56






- ------------------------------------          ----------------------------------
CROWN AEROSOLS UK LTD,                        CROWN EUROPEAN HOLDINGS,
as English Seller and English                 as Parent Company
Servicer
                                              Name:      Paul BROWETT
Name:      Paul BROWETT                       Title:     Authorised Signatory
Title:     Authorised Signatory






- ------------------------------------
GE FACTOFRANCE,
as Back-Up Servicer

Name:      Jean-Louis CASSIER
Title:     Authorised Signatory

                                                                         Page 57



                                    SCHEDULE
                          LIST OF SELLERS AND SERVICERS




                                     Part A
                   List of French Sellers and French Servicers




                                                                  
- ------------------------------------ ---------------------------------- ---------------------------------

  Name of French Seller/Servicer             Registered office                Registration number
- ------------------------------------ ---------------------------------- ---------------------------------

    CROWN EMBALLAGE FRANCE SAS        67, rue Arago, 93400 Saint Ouen             954 200 838
                                                 (France)
- ------------------------------------ ---------------------------------- ---------------------------------

                                     ZAC de Pre-a-Varois, BP18, 54670
      CROWN BEVCAN FRANCE SAS                Custines (France)                    327 205 373
- ------------------------------------ ---------------------------------- ---------------------------------

                                                                         Page 58




                                     Part B
                  List of English Sellers and English Servicers



- ------------------------------------ ---------------------------------- ---------------------------------

  Name of English Seller/Servicer            Registered office                Registration number
- ------------------------------------ ---------------------------------- ---------------------------------

                                         Downsview Road, Wantage,
      CROWN PACKAGING UK PLC              Oxfordshire, OX 12 9BP,
                                              United-Kingdom                         178090
- ------------------------------------ ---------------------------------- ---------------------------------

                                       Rock Valley Road, Mansfield,
 CROWN SPECIALITY PACKAGING UK PLC      Nottinghamshire, NG18 2EZ,                  2398420
                                              United-Kingdom
- ------------------------------------ ---------------------------------- ---------------------------------

                                              Oddicroft Lane,
                                            Sutton-in-Ashfield,
       CROWN AEROSOLS UK LTD            Nottinghamshire, NG17 5FS,                   300739
                                              United-Kingdom
- ------------------------------------ ---------------------------------- ---------------------------------


                                                                         Page 59



                                    CONTENTS




CLAUSE                                                                      PAGE



1        INTERPRETATION........................................................3

2        DEFINITIONS...........................................................3

3        PRINCIPLES OF CONSTRUCTION...........................................46

4        APPLICATION OF COMMON TERMS..........................................47
4.1      NOTICES..............................................................48
         4.1.1    Communications in writing and addresses.....................48
         4.1.2    Delivery....................................................51
         4.1.3    Electronic communication....................................51
4.2      PAYMENT MECHANICS....................................................51
4.3      CALCULATIONS AND CERTIFICATES........................................51
         4.3.1    Accounts....................................................51
         4.3.2    Certificates and determinations.............................52
         4.3.3    Day count convention........................................52

5        CONFIDENTIALITY......................................................52

6        GOVERNING LAW AND SETTLEMENT OF DISPUTES.............................54
6.1      GOVERNING LAW........................................................54
6.2      SETTLEMENT OF DISPUTES...............................................54

SCHEDULE LIST OF SELLERS AND SERVICERS........................................58
         Part A List of French Sellers and French Servicers...................58
         Part B List of English Sellers and English Servicers.................59

                                                                         Page 60





                                  21 June 2005




                               FRANCE TITRISATION
                             (as Management Company)


                                   BNP PARIBAS
(as Custodian, Calculation Agent, FCC Account Bank, Liquidity Facility Provider,
        Administrator, Letter of Credit Provider and Swap Counterparty)


                                 ELIOPEE LIMITED
                                  (as Eliopee)


                                 GE FACTOFRANCE
                              (as Back-Up Servicer)


                             CROWN EUROPEAN HOLDINGS
                               (as Parent Company)


                         The ENTITIES listed in Schedule
                            (as Sellers or Servicers)


                           CROWN EMBALLAGE FRANCE SAS
                        (as French Administrative Agent)


                             CROWN PACKAGING UK PLC
                        (as English Administrative Agent)




================================================================================

                          FCC CROWN RECEIVABLES EUROPE

                          MASTER DEFINITIONS AGREEMENT

================================================================================


                 [FRESHFIELDS BRUCKHAUS DERINGER LOGO OMITTED]

EX-10

                                                                    Exhibit 10.b

THIS MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT is made on 21 June 2005

BETWEEN:

(1)        FRANCE TITRISATION,  a societe anonyme incorporated under the laws of
           France,  licensed by the Autorite des marches financiers as a societe
           de  gestion,  whose  registered  office is located  at 41,  avenue de
           l'Opera,  75002  Paris  (France),   registered  with  the  Trade  and
           Companies Register of Paris under number 353 053 531, represented for
           the purposes  hereof by a duly authorised  representative  whose name
           appears on the signature page,  acting for itself and for the account
           of the FCC CROWN RECEIVABLES EUROPE (the Management Company);

(2)        BNP PARIBAS, a societe anonyme incorporated under the laws of France,
           whose registered office is at 16, boulevard des Italiens, 75009 Paris
           (France),  registered with the Trade and Companies  Register of Paris
           under number 662 042 449, licensed as a credit  institution in France
           by the  Comite  des  Etablissements  de  Credit  et  des  Entreprises
           d'Investissement,  represented  for  the  purposes  hereof  by a duly
           authorised  representative  whose name appears on the signature  page
           (the Custodian);

(3)        each of the  entities  listed in Part A of  Schedule 1 of Appendix 1,
           represented   for  the   purposes   hereof   by  a  duly   authorised
           representative  whose name appears on the signature  page (the French
           Sellers or the French Servicers);

(4)        each of the  entities  listed in Part B of  Schedule 1 of Appendix 1,
           represented   for  the   purposes   hereof   by  a  duly   authorised
           representative  whose name appears on the signature page (the English
           Sellers or the English Servicers,  the French Sellers and the English
           Sellers are  hereinafter  referred to collectively as the Sellers and
           the  French  Servicers  and the  English  Servicers  are  hereinafter
           referred to collectively as the Servicers);

(5)        CROWN  EMBALLAGE   FRANCE  SAS,  a  societe  par  action   simplifiee
           incorporated  under the laws of France,  whose  registered  office is
           located at 67, rue Arago, 93400 Saint Ouen (France),  registered with
           the Trade and Companies Register of Bobigny under number 954 200 838,
           represented   for  the   purposes   hereof   by  a  duly   authorised
           representative  whose name appears on the signature  page (the French
           Administrative Agent); and

(6)        CROWN PACKAGING UK PLC, a Public Limited Company  incorporated  under
           the laws of England and Wales,  whose registered office is located at
           Downsview  Road,  Wantage,  Oxfordshire,  OX12 9BP  (United-Kingdom),
           registered  under number 178090,  represented for the purposes hereof
           by a  duly  authorised  representative  whose  name  appears  on  the
           signature  page  (the  English   Administrative   Agent,  the  French
           Administrative  Agent  and  the  English   Administrative  Agent  are
           hereinafter referred to collectively as the Administrative Agents),

(together, the Parties and each a Party).





WHEREAS:

A.         The Management  Company and the Custodian have decided to establish a
           fonds  commun de  creances,  known as FCC CROWN  RECEIVABLES  EUROPE,
           governed  by the  provisions  of  Articles  L.  214-43 et seq. of the
           French Code monetaire et financier  (previously Law no. 88-1201 of 23
           December 1988), of the Decree n(degree) 2004-1255 of 24 November 2004
           and the FCC Regulations  dated the same date as this  Agreement,  for
           the purposes of purchasing  Receivables  from the Sellers and issuing
           the Units.

B.         The Sellers wish to sell and the Management Company, on behalf of the
           FCC, wishes to purchase Receivables from the Sellers relating to Sale
           of Products  carried out by the Sellers under Contracts  entered into
           between the Sellers  and Debtors in the  ordinary  course of business
           with the benefit of all related ancillary  security and other rights,
           if any,  on the terms and  subject to the  conditions  of this Master
           Receivables Transfer and Servicing Agreement.

C.         It is intended  that the Senior  Units to be issued by the FCC on any
           Interest Payment Date will be subscribed by Eliopee. The Seller Units
           and the Subordinated Units will be subscribed by the Parent Company.

D.         The FCC  delegates  to each Seller,  acting as Servicer,  the task of
           managing and collecting the relevant  Receivables sold by it, for the
           account  of the FCC,  on the  terms  and  conditions  set out in this
           Master Receivables Transfer and Servicing Agreement.

E.         The  French  Sellers  and the  French  Servicers  appoint  the French
           Administrative  Agent,  and  the  English  Sellers  and  the  English
           Servicers appoint the English  Administrative  Agent, to act as their
           agent (mandataire) in connection with certain administrative tasks to
           be carried out pursuant to the Securitisation Programme.

IT IS HEREBY AGREED:

                                     Page 2




                                   SECTION I:
                         DEFINITIONS AND INTERPRETATION




1        DEFINITIONS AND INTERPRETATION

1.1      INCORPORATION OF DEFINITIONS

In this Master  Receivables  Transfer and  Servicing  Agreement  (including  the
Recitals,  the Appendixes and the  Schedules)  (hereinafter  referred to as this
Agreement),  except as so far as the  context  otherwise  requires,  capitalised
words and  expressions  shall  have the same  meanings  as set out in the Master
Definitions Agreement of even date executed by the Parties.

1.2      PRINCIPLES OF CONSTRUCTION

This Agreement  incorporates  the principles of construction set out in clause 3
of the Master  Definitions  Agreement as though the same were set out in full in
this  Agreement.  In the event of any conflict  between the  provisions  of this
Agreement and the principles of construction  set out in the Master  Definitions
Agreement, the provisions of this Agreement shall prevail.

1.3      COMMON TERMS

This Agreement  incorporates  the common terms set out in clause 4 of the Master
Definitions Agreement as though the same were set out in full in this Agreement.
In the event of any conflict  between the  provisions of this  Agreement and the
common terms set out in the Master Definitions Agreement, the provisions of this
Agreement shall prevail.


                                     Page 3




                                   SECTION II:
                            ASSIGNMENT OF RECEIVABLES




2        COMMITMENT TO SELL THE RECEIVABLES TO THE FCC

2.1      COMMITMENT TO SELL

Subject to the terms and conditions of this Agreement, the Sellers agree to sell
to the FCC,  on each  Transfer  Date,  all title to and  rights in the  Eligible
Receivables,  from  the FCC  Establishment  Date  (inclusive)  until  the  Final
Termination Date (exclusive).

2.2      ACCEPTANCE

Subject to the terms and conditions of this Agreement and in particular  subject
to the  satisfaction  (or waiver) of all of the conditions  precedent set out in
Schedule 6 of Appendix 1 and in Schedule 2 of the  relevant  Seller's  Appendix,
the FCC accepts the undertaking of the Sellers pursuant to Clause 2.1 and agrees
to accept the offer for sale of the Eligible Receivables made by the Sellers.

2.3      SELECTION OF THE RECEIVABLES

On each Cut-Off Date  immediately  preceding a given  Transfer Date, the Sellers
shall  select  the  Receivables  to be  offered  for sale to the FCC  through an
Individual  Transfer Offer in accordance with Clause 3.1. Each Receivable  shall
comply with the  Eligibility  Criteria  set out in Schedule 2 of Appendix 1 and,
where relevant in Schedule 1 of the relevant Seller's Appendix.

If, on a given Transfer Date, a Seller has transferred  one or more  Receivables
relating  to a  given  Debtor  to the  FCC in  accordance  with  the  terms  and
conditions of this Agreement,  such Seller is obligated to offer for sale to the
FCC on all subsequent  Transfer Dates all Receivables for such Debtor,  provided
that these  Receivables  shall comply with the  Eligibility  Criteria set out in
Schedule 2 of  Appendix 1 and,  where  relevant  in  Schedule 1 of the  relevant
Seller's Appendix.

2.4      FINANCING ELIGIBILITY CRITERIA

At the  latest on each  Information  Date  immediately  preceding  the  relevant
Transfer Date, the Management Company shall have verified the compliance of each
Eligible Receivable with the Financing  Eligibility Criteria set out in Schedule
23 of Appendix 1.

The Parties expressly acknowledge that, pursuant to the FCC Regulations,  Senior
Units and Seller Units issued by the FCC, on the FCC  Establishment  Date and on
each  subsequent   Interest  Payment  Date  are  backed  by  Eligible  Financing
Receivables only.


                                     Page 4


3        OFFER AND ACCEPTANCE

The sale and transfer of the Eligible Receivables to the FCC shall be performed,
with  respect  to  each  Cut-Off  Period,   in  accordance  with  the  procedure
contemplated in Clauses 3.1 to 3.5.

3.1      INDIVIDUAL TRANSFER OFFER

No later than 10.00 a.m. on each  Information  Date  immediately  preceding  the
relevant Transfer Date:

(a)        each Seller  shall  deliver to the relevant  Administrative  Agent an
           Individual  Transfer  Offer  in the  form  set out in  Schedule  4 of
           Appendix 1 together  with an usable,  accurate and complete  Computer
           File  substantially in the form set out in Schedule 26 of Appendix 1,
           in which each Eligible Receivable included in the relevant Individual
           Transfer  Offer  shall be  designated  and  identified  (designee  et
           individualisee); and

(b)        each  Administrative  Agent shall deliver to the  Management  Company
           (with a copy to the  Custodian)  the relevant  Consolidated  Transfer
           Offer in the form set out in Schedule  19 of  Appendix 1,  comprising
           all the Individual Transfer Offers received from the relevant Sellers
           together with the corresponding  Computer File attached  thereto,  in
           accordance with Sub-clause (a) above.

Each  Individual  Transfer Offer shall be irrevocable and binding on each Seller
when  delivered  to the  Management  Company  through  the  intermediary  of the
relevant Administrative Agent.

3.2      CONSISTENCY TESTS

No later than 4.00 p.m.  on each  Calculation  Date  immediately  preceding  the
relevant  Transfer  Date,  the  Management  Company  shall  have  performed  the
Consistency  Tests.  Pursuant  to the  provisions  of  Part F of  Schedule  6 of
Appendix 1, should any of the Consistency Tests be not satisfied in all respects
for any  reason  whatsoever,  the FCC shall be  prohibited  from  accepting  any
Individual Transfer Offer and the corresponding  Consolidated  Transfer Offer on
that Calculation Date and on the corresponding Transfer Date.

3.3      ACCEPTANCE

Subject  to the terms and  conditions  of this  Agreement  and,  in  particular,
subject to the satisfaction  (or waiver) of the conditions  precedent set out in
Schedule 6 of Appendix 1 and,  where  relevant,  in  Schedule 2 of the  relevant
Seller's Appendix, the Management Company shall, no later than 4.00 p.m. on each
Calculation Date immediately  preceding the relevant  Transfer Date,  unless the
Management  Company  delivers a Notice of Refusal in the form of  Schedule 21 of
Appendix 1 to the relevant Administrative Agent pursuant to which any Individual
Transfer Offer received from any Seller on the relevant  Information  Date shall
be refused, accept such Individual Transfer Offer by delivering an Acceptance to
the relevant Administrative Agent, in the form of Schedule 20 of Appendix 1.


                                     Page 5


The procedure  referred to in this Sub-clause  shall constitute an acceptance by
the Management  Company to acquire from the relevant  Seller all of the Seller's
title to, and  rights in, the  Eligible  Receivables  to be  transferred  to the
Management  Company on the following  Transfer  Date,  pursuant to the terms and
conditions of this Agreement.

If between the issuance of the relevant  Acceptance on the said Calculation Date
and the relevant Transfer Date (included),  any of the conditions  precedent set
out in  Schedule  6 of  Appendix 1 and,  where  relevant,  in  Schedule 2 of the
relevant  Seller's  Appendix is not any longer  fulfilled  with  respect to such
Seller,  it is  hereby  expressly  acknowledged  and  agreed  that the  relevant
Acceptance  shall be  automatically  (de plein  droit) null and void and with no
formalities in respect of the Eligible Receivables (if any) offered for transfer
in such  Individual  Transfer Offer and, the relevant  transfer of such Eligible
Receivables shall be rescinded forthwith and automatically (de plein droit).

3.4      NO EFFECTIVE TRANSFER

The Parties agree that the delivery of an Acceptance by the  Management  Company
of the Individual  Transfer  Offers shall not result in the transfer of title to
the  corresponding  Eligible  Receivables  and that the transfer of the title to
such Eligible Receivables shall only be effected in accordance with Clause 4.2.

3.5      NO INDEPENDENT INVESTIGATION

Without prejudice to the statutory  requirements of the Management Company under
all applicable  laws and  regulations,  the Parties  acknowledge  and agree that
before issuing any Acceptance,  neither the Management Company nor the Custodian
will  make  any  independent  investigation  in  relation  to  the  Seller,  the
Receivables  (including  any  Ancillary  Right),  the Debtors,  the Contracts or
compliance  with the  Eligibility  Criteria of any Debtors or  Receivables.  The
relevant  Acceptance  shall be made by the Management  Company on the assumption
that:

(a)        each of the  representations  and warranties  given by the Sellers as
           referred  to in  Clause  25  and  each  of  the  representations  and
           warranties  given by the  Servicers  as  referred to in Clause 26, as
           applicable,  is true  and  accurate  in all  material  respects  when
           rendered or deemed to be repeated  and that each of the  undertakings
           given by the  Sellers  as  referred  to in  Clause 25 and each of the
           undertakings given by the Servicers as referred to in Clause 26 shall
           be complied with at all relevant times; and

(b)        each of the  Eligibility  Criteria is satisfied on the  corresponding
           Information   Date  and  Transfer   Date,   the  compliance  of  such
           Eligibility  Criteria  being an essential and  determining  condition
           (condition  essentielle et determinante)  for the FCC, the Management
           Company and the  Custodian,  without  which the FCC,  the  Management
           Company and the Custodian would not have entered into this Agreement.


                                     Page 6


4        ASSIGNMENT OF RECEIVABLES

4.1      PROCEDURE

Subject to acceptance by the Management Company of any Individual Transfer Offer
on each Calculation Date pursuant to Clause 3, each Seller hereby  undertakes to
perform  all  actions  set out in Clauses 4.2 and 4.3 in order to ensure that no
later than 12.00 p.m. on the  corresponding  Transfer Date all of Seller's title
to and rights in the Receivables listed in such Individual  Transfer Offer shall
be assigned to the FCC.

4.2      TRANSFER DOCUMENT

Each  transfer  of  Eligible  Receivables  together  with any  Ancillary  Rights
relating  thereto  from  any  Seller  to the FCC  shall be  performed  by way of
Transfer  Document  (acte de cession de  creances)  complying  with  Articles L.
214-43 et seq. of the French Code monetaire et financier and with the Decree.

No later than 10.00 a.m. on any  Transfer  Date,  the Seller,  having  issued an
Individual  Transfer Offer on the  Information  Date  immediately  preceding the
relevant  Transfer Date, shall send, via the relevant  Administrative  Agent, to
the Management Company by fax and messenger the corresponding  Transfer Document
(acte de cession de creances) in compliance  with the form set out in Schedule 5
of Appendix 1, duly executed and dated by the relevant Seller,  together with an
usable, accurate and complete Transfer File substantially in the form set out in
Schedule  26 of Appendix 1, in which each  Eligible  Receivable  included in the
relevant  Transfer  Document  shall be designated  and  identified  (designee et
individualisee).

No later than 12.00 p.m. on the relevant  Transfer Date, the Management  Company
shall deliver the relevant Transfer Document to the Custodian, who shall keep it
under its own responsibility in accordance with FCC Regulations.

4.3      EFFECT

Pursuant to the  provisions of Article L. 214-43 of the French Code monetaire et
financier,  the Eligible Receivables together with any Ancillary Rights relating
thereto shall be sold and  transferred  to the FCC by delivery to the Management
Company of the relevant Transfer Document.  Such transfer, as a matter of French
law, shall be valid between the FCC and the Seller and enforceable against third
parties (including the Debtors) without any further formalities, irrespective of
the law governing the Eligible  Receivables and the law of the country where the
Debtors are located,  as at the date affixed on the relevant  Transfer  Document
upon its delivery by the relevant Seller to the Management Company.  The Parties
hereby  expressly  acknowledge and agree that the relevant  transfer of Eligible
Receivables shall be automatically  and without any further formality  rescinded
(resolu de plein droit) if the Initial Purchase Price (or the Purchase Price, as
the case may be) is not paid to the relevant  Administrative Agent in accordance
with Clause 5.2.2.


                                     Page 7


4.4      ADDITIONAL FORMALITIES

Notwithstanding  the  provisions  of Clause  4.3,  each of the  Sellers  and the
Management  Company  expressly  agree and  acknowledge  that the  assignment  of
Eligible  Receivables from Sellers to the FCC, in compliance with this Clause 4,
may not be enforceable  against certain Debtors until notice of the sale of such
Eligible  Receivables  has been given to the relevant  Debtor in accordance with
the law governing the Eligible Receivables (other than French law) or the law of
the country where such Debtors are located (other than French law). However, the
Management  Company (or, as the case may be, the Back-Up  Servicer)  may, at all
times,  inform the relevant Seller that it believes  appropriate to make,  carry
out or comply with such notifications,  filings,  acts,  registrations and other
formalities, as may, in the reasonable opinion of the Management Company (or, as
the  case  may be,  the  Back-Up  Servicer),  be  required  to  ensure  that the
assignment  of  the  Eligible   Receivables   becomes  enforceable  against  the
corresponding Debtors, subject always to the provisions of Clause 8.

4.5      NO FORMALITIES IN RELATION TO ANCILLARY RIGHTS

Notwithstanding  any  provision  in  this  Agreement  to  the  contrary,  and in
particular  Clause 4.3, the Parties  expressly  acknowledge  and agree that they
will not comply with the additional specific formalities, if any, which might be
required under any applicable  laws and  regulations for the transfer to the FCC
of any  Ancillary  Rights to be  enforceable  or  perfected.  Consequently,  the
Parties  expressly  acknowledge  and agree to all legal,  economic  and  factual
consequences  which may arise,  relating  to,  inter alia (but not limited  to),
validity,  efficiency,  effectiveness  or  enforceability  of  the  transfer  or
retransfer of any such Ancillary Right.

4.6      FAILURE TO PERFORM

Should any  Seller,  for any reason  which is the fault of the  Seller,  fail to
strictly perform any of the steps,  procedures or formalities  and/or to deliver
the documents as set out herein,  particularly (but without  limitation)  Clause
4.2, within the required timeframe,  such Seller shall indemnify the FCC for any
reasonable  costs incurred by the FCC directly or indirectly as a result of such
failure of the Seller.

5        PURCHASE PRICE

5.1      DETERMINATION OF THE PURCHASE PRICE

The Purchase Price for the Eligible Receivables offered for transfer by means of
an  Individual  Transfer  Offer on any  Information  Date  shall be equal to the
aggregate of the Net Invoices Amounts of the corresponding  Eligible Receivables
as set out in such  Individual  Transfer  Offer.  No later than 4.00 p.m. on the
Calculation  Date  immediately   preceding  the  relevant   Transfer  Date,  the
Management  Company shall notify the Purchase  Price amount for the  Transferred
Receivables to the Sellers, via the relevant Administrative Agent.


                                     Page 8


5.2      PAYMENT OF THE PURCHASE PRICE

The Purchase Price for the Transferred  Receivables shall be payable in Euro and
in Sterling in accordance with Sub-clauses 5.2.2 and 5.2.3.

5.2.1 Computation of the Initial Purchase Price and the Deferred Purchase Price

In relation to each Transfer Date (other than the FCC  Establishment  Date), the
Management Company will calculate the Purchase Price, the Initial Purchase Price
and the Deferred Purchase Price with respect to the Eligible Receivables offered
for sale and transfer on such  Transfer Date and, no later than 4.00 p.m. on the
Calculation  Date  immediately   preceding  the  relevant   Transfer  Date,  the
Management  Company  shall notify such amounts to the Sellers,  via the relevant
Administrative Agent.

5.2.2    Payment of the Initial Purchase Price

The  Initial  Purchase  Price  payable in respect  of the  Eligible  Receivables
offered for sale and transfer on any  Secondary  Transfer  Date (or the Purchase
Price  payable in  respect  of the  Eligible  Receivables  offered  for sale and
transfer on any  Principal  Transfer  Date) shall be payable by the FCC no later
than 3.00 p.m. on the Secondary  Transfer Date (or the Principal  Transfer Date,
as relevant)  immediately  following the  Calculation  Date on which the Initial
Purchase Price (or the Purchase  Price,  as relevant) has been calculated by the
Management  Company, by transferring the Initial Purchase Price (or the Purchase
Price, as relevant) to the credit of the relevant  Administrative  Agent Account
by debiting the FCC General  Account,  provided that the  Administrative  Agents
shall receive the Initial Purchase Price (or the Purchase Price, as relevant) in
the  capacity as legal agent  (mandataire)  of the  Sellers in  accordance  with
Clauses 21 and 22.

5.2.3    Payment of the Deferred Purchase Price

The  Deferred  Purchase  Price  payable in respect of the  Eligible  Receivables
offered for sale and transfer on any Secondary Transfer Date shall be payable by
the FCC no later than 3.00 p.m. on the next  Secondary  Transfer  Date or at the
latest  on the next  Principal  Transfer  Date,  by  transferring  the  Deferred
Purchase  Price to the credit of the relevant  Administrative  Agent  Account by
debiting the FCC General Account,  provided that the Administrative Agents shall
receive the Deferred Purchase Price in the capacity as legal agent  (mandataire)
of the Sellers in accordance with Clauses 21 and 22.

5.3      DISCHARGE

Payment of the Purchase Price in compliance  with Clause 5.2 shall result in the
full and definitive discharge of the FCC's payment obligations in respect of the
Transferred  Receivables.  Each Seller hereby irrevocably undertakes,  that upon
payment of the Purchase Price in accordance  with Clause 5.2, it will not assert
any claim  against the FCC, and hereby  releases and waives any such claim,  for
payment by the FCC of any amounts in respect of the Purchase Price.


                                     Page 9


6        FAILURE TO CONFORM TO THE ELIGIBILITY CRITERIA

6.1      REMEDIES

If, at any time after the execution of this  Agreement,  any Party becomes aware
that any of the Eligibility Criteria relating to any Transferred  Receivable was
false or incorrect on the corresponding  Information Date or Transfer Date, that
Party shall inform the other parties  without delay by written  notice,  and the
relevant Seller may remedy the breach by the earliest of:

(a)        three (3)  Business  Days from the day such Seller  becomes  aware of
           such breach; or

(b)        three (3) Business Days following  receipt of the written notice sent
           by any other party to this Agreement.

6.2      PROCEDURE

If the breach  referred to in Clause 6.1 is not remedied in a manner  reasonably
satisfactory  to the  Management  Company,  or is not capable of being  remedied
within the timeframe specified in the said Clause 6.1, the Parties shall:

(a)        subject  to the  provisions  of  Sub-clause  (b)  below,  proceed  as
           follows:

           (i)       no later  than  10.00  a.m.  on the next  Information  Date
                     following the expiration of the time periods in Clause 6.1,
                     the relevant Seller, via the relevant Administrative Agent,
                     shall  deliver to the  Management  Company a computer  file
                     listing,   designating   and   identifying   such  Affected
                     Receivables (designee et individualisee);

           (ii)      no later than 4.00 p.m. on the  Calculation  Date following
                     the   Information   Date  in  Sub-clause   6.2(a)(i),   the
                     Management  Company shall notify the relevant  Seller,  via
                     the   relevant    Administrative    Agent,   the   detailed
                     calculations of the Retransferred  Amount  corresponding to
                     such Affected Receivables;

           (iii)     no later than 10.00 a.m. on the  Retransfer  Date following
                     the Calculation Date in Sub-clause 6.2(a)(ii), the transfer
                     of such Affected  Receivables  shall be  automatically  and
                     without any further  formality  rescinded  (resolu de plein
                     droit);

           (iv)      no later than 10.00 a.m. on the  Retransfer  Date following
                     the Calculation Date in Sub-clause 6.2(a)(ii), the relevant
                     Seller, via the relevant Administrative Agent, shall credit
                     the   FCC   General   Account   with   the    corresponding
                     Retransferred Amount;

           (v)       in respect of each Cut-Off  Period,  each  Servicer,  by no
                     later  than 2.00  p.m.  one (1)  Business  Day  before  the
                     Payment  Date  or  Interest  Payment  Date  shall  pass  an
                     irrevocable  order for a wire  transfer  with the following
                     libelle  "Repurchases -- Crown  Securitisation"  for


                                    Page 10


                     French  Sellers and  through  SWIFT with an MT101 order for
                     English  Sellers in  order that by no later than 10.00 a.m.
                     on the corresponding  Transfer  Date, all Retransfer Prices
                     received  in  Euro  and  in   Sterling  in  respect  of the
                     Affected  Receivables to be  repurchased are transferred to
                     the FCC Collection Account.

(b)        in the event that an Affected Receivable does not exist, or no longer
           exists,  the relevant  Seller and, where  applicable,  the Management
           Company,   shall  not  be   obligated   to  comply  with   Sub-clause
           6.2(a)(iii),  but shall comply with Sub-clauses 6.2(a)(i), (ii), (iv)
           and (v).

6.3      CONSEQUENCES

Compliance with Clause 6.2 shall result in the discharge and full release of any
claim  that the FCC  might  have had  against  such  Seller  on the basis of the
inaccuracy of the  representations  and warranties  with respect to any Affected
Receivable,  provided that this shall not affect the FCC's rights resulting from
any other  inaccuracy of the  representations  and  warranties in respect of any
other Transferred Receivable.

7        OPTION TO REPURCHASE

Pursuant to Article L. 214-43 of the French Code  monetaire et  financier,  each
Seller shall have the right,  but not the obligation,  to request the Management
Company to transfer back to it one or more  Defaulted  Receivables by delivering
to the  Management  Company,  no later than 10.00 a.m. on the  Information  Date
immediately preceding a Transfer Date, via the relevant Administrative Agent, an
Individual  Retransfer Request in the form set out in Schedule 25 of Appendix 1.
For the avoidance of doubt,  the Parties hereto agree and acknowledge  that such
right shall be exercised by the Sellers:

(a)        on an exceptional basis; and

(b)        because of external constraints only, such as tax reasons; and

(c)        only for Defaulted Receivables which are definitely unrecoverable.

Upon   receipt  of  an   Individual   Retransfer   Request   from  the  relevant
Administrative  Agent, the Management Company shall be free to accept or reject,
in whole or in part, the corresponding  Individual  Retransfer  Request.  If any
Individual Retransfer Request is not accepted by the Management Company by 10.00
a.m. on the Transfer Date  immediately  following the Information  Date on which
the  Individual   Retransfer  Request  was  delivered  to  it,  such  Individual
Retransfer Request shall automatically and with no formalities lapse.

In respect of each Cut-Off Period, each Servicer, by no later than 2.00 p.m. one
(1) Business Day before the Payment Date or Interest  Payment Date shall pass an
irrevocable order for a wire transfer with the following libelle "Repurchases --
Crown  Securitisation"  for French Sellers and through SWIFT with an MT101 order
for  English  Sellers  in  order  that  by no  later  than  10.00  a.m.  on  the
corresponding  Transfer


                                    Page 11


Date, all Retransfer  Prices  received in Euro and in Sterling in respect of the
Defaulted  Receivables to be repurchased  are  transferred to the FCC Collection
Account.

8        PERFECTION OF TRANSFER AGAINST DEBTORS

The FCC  acknowledges  and agrees that it shall not serve any Notice of Transfer
to any Debtor unless as provided below.

Upon the occurrence of a Seller Termination Date with respect to any Seller, and
without  prejudice  to any  other  rights of the FCC  pursuant  to the terms and
conditions of the Securitisation  Transaction Documents,  the Management Company
(or, as the case may be, the  Back-Up  Servicer)  may serve a written  Notice of
Transfer  substantially  in the  form  set  out in  Schedule  7 of the  relevant
Seller's Appendix at any time as from the date immediately  following the Seller
Termination  Date for the purpose of  instructing  the Debtors of that Seller to
direct all future  payments  related to the Eligible  Receivables  originated by
that Seller to the FCC.

9        LIQUIDATION OF THE FCC

Pursuant to the provisions of the Decree,  the  Management  Company may or shall
decide to liquidate the FCC in accordance with, and subject to the provisions of
the FCC Regulations.

In the  event  that the  Management  Company  decides  to  liquidate  the FCC in
accordance with the provisions of the FCC  Regulations,  it shall be entitled to
offer to the relevant  Seller the  possibility  to  repurchase  the  outstanding
Transferred  Receivables in whole, but not in part, within a single transaction,
for a repurchase  price  determined in accordance with the provisions of the FCC
Regulations.  In such event,  the relevant  Seller shall have the  discretionary
right to refuse such proposal.

The  relevant  Seller  shall not be  entitled  to accept  the offer  made by the
Management  Company unless the repurchase  price applicable to the retransfer of
the  Transferred  Receivables  is equal to the market value of such  Transferred
Receivables,  provided  that  such  repurchase  price  shall  in  any  event  be
sufficient  so as to allow  the  Management  Company  to pay all  principal  and
interest  amounts due and payable in respect of the outstanding  Units after the
payment of all  liabilities of the FCC ranking higher in the Orders of Priority,
failing which such  retransfer  of the  Transferred  Receivables  shall not take
place.  If the relevant  Seller  accepts the  Management  Company's  offer,  the
assignment  of the  Transferred  Receivables  shall take place  within  five (5)
Business Days  following that  acceptance and the relevant  Seller shall pay the
repurchase price by wire transfer to the credit of the relevant FCC Account.

If the relevant Seller refuses the Management  Company's  offer,  the Management
Company  will  use its best  endeavours  to  assign  the  remaining  outstanding
Transferred  Receivables to a credit institution or such other entity authorised
by the French law and regulations to acquire the Transferred  Receivables  under
similar terms and conditions.

The Management Company shall liquidate the FCC on the FCC Liquidation Date.


                                    Page 12


Any Liquidation Surplus (boni de liquidation) shall be paid to the holder of the
Subordinated  Units as final  payment  of  principal  and  interest  of the said
Subordinated Units.


                                    Page 13


                                  SECTION III:
                     SERVICING AND COLLECTION OF RECEIVABLES




10       APPOINTMENT OF THE SERVICERS

10.1     APPOINTMENT AND RESPONSIBILITIES

Pursuant to the  provisions of Article L. 214-46 of the French Code monetaire et
financier,  each Seller,  acting in its capacity as Servicer,  will  continue to
perform the management,  servicing and collection of the Transferred Receivables
originated by it and sold to the FCC.

To this end, the Management  Company hereby appoints each Servicer,  with effect
from the FCC  Establishment  Date, as its legal agent  (mandataire)  pursuant to
Articles 1984 et seq. of the French Code civil to act solely  (conjointement  et
sans  solidarite)  on  behalf  of the FCC in  connection  with  the  management,
collection and servicing of the Transferred  Receivables originated by it in its
capacity as Seller, which shall include:

(a)        performing  all   functions,   duties  and   obligations   under  the
           Securitisation  Transaction  Documents  to which  the  Servicer  is a
           party;

(b)        establishing and maintaining  each of the Collection  Accounts in the
           name of the Servicer  with the relevant  Collection  Account Bank and
           operating the Collection Accounts;

(c)        collecting  all sums due in relation to the  Transferred  Receivables
           into  the  Collection   Accounts,   including  taking  any  necessary
           enforcement   action   against   the   Debtors  of  the   Transferred
           Receivables;

(d)        providing certain data administration and cash management services in
           relation to the Transferred Receivables and reporting three times per
           month on the performance of the Transferred Receivables; and

(e)        performing those other functions as specifically provided for in this
           Agreement,

in all such cases on behalf of the FCC as provided for in this Agreement and the
Securitisation Transaction Documents.

10.2     ACCEPTANCE OF APPOINTMENT

Each  Servicer  accepts the  appointment  under  Clause 10.1 under the terms and
conditions of this Agreement.

In the event that a new Seller accedes, from time to time, to the Securitisation
Programme pursuant to Clause 24.3:


                                    Page 14


(a)        the FCC shall appoint, pursuant to this Clause 10, such new Seller as
           a new Servicer under the terms and conditions of this  Agreement,  in
           connection with the Transferred Receivables originated by such Seller
           in its capacity as Seller; and

(b)        such new Seller  shall  accept such  appointment  under the terms and
           conditions of this Agreement.

10.3     AUTHORITY OF THE SERVICERS

During  the term of  appointment  under this  Agreement,  each  Servicer  shall,
subject to the terms and  conditions  of this  Agreement,  have the full  power,
authority  and  right  to do or cause  to be done  any and all  things  which it
reasonably  considers  necessary,  desirable or convenient for, or incidental to
the  performance  of its  duties,  but  always  subject to  compliance  with the
Servicing Procedures and provide that no action shall be taken which affects the
FCC's or the Servicer's rights under the Securitisation  Transaction  Documents.
Furthermore, each Servicer shall ensure that there is devoted to the performance
of its  obligations  under this  Agreement  (including but not limited to, doing
what is necessary to collect all amounts owed by the Debtors in connection  with
the Transferred Receivables) at least the same amount of time, attention,  level
of skill,  care and diligence,  as would be devoted if it were acting solely for
its own entire benefit.

Each Servicer  shall only provide to the FCC the limited duties and services set
out in this  Agreement.  The  Servicers  shall have no authority  whatsoever  in
determining  operation and financial  policies in respect of the  Securitisation
Programme  and each  Servicer  acknowledges  that all powers to  determine  such
policies (including the determination of whether or not any particular policy is
for the benefit of the  Securitisation  Programme)  are,  and shall at all times
remain,  vested in the FCC. The  Servicers  shall not be conferred any powers to
enter into contracts in the name of the FCC.

11       SUB-CONTRACTS

11.1.      Subject to the provisions  herein,  each Servicer may sub-contract or
           delegate any part of the administrative services to be provided by it
           under this Agreement to any third party provided that:

(a)        notwithstanding  any  provisions to the contrary,  including  without
           limitation,  in the  contractual  arrangements  between the  relevant
           Servicer and such  appointed  third party,  the  appointment  of such
           third party shall not in any way release or  discharge  the  relevant
           Servicer from liability  under this Agreement and exempt the relevant
           Servicer from any liabilities or obligations under this Agreement;

(b)        the FCC shall  have no  liability  to the  appointed  third  party in
           relation  to any cost,  claim,  charge,  loss,  liability,  damage or
           expense suffered or incurred by such third party;


                                    Page 15


(c)        such third party accepts in substance the rights and  obligations  of
           the  relevant  Servicer  in  respect  of  the  management  and of the
           servicing of the Transferred Receivables;

(d)        such  third  party  irrevocably  waives  all  rights  of  contractual
           recourse (responsabilite contractuelle),  of any form, nature, and on
           any ground,  which it may have against the FCC until one year and one
           day has elapsed following the Legal Maturity Date;

(e)        the  appointment  of such third party shall  comply with the relevant
           provisions  of the French  Code  monetaire  et  financier  and of the
           Decree; and

(f)        the appointment of any such third party shall be subject to the prior
           written consent of the Management Company, which consent shall not be
           unreasonably withheld.

11.2 Without  prejudice to Clause 11.1, the Parties  acknowledge  and agree that
each  Servicer has delegated to Crown  Emballage  France SAS in France and Crown
Packaging  UK  PLC  in  the   United-Kingdom,   respectively,   certain  of  its
administrative  duties  relating to the  Debtors  credit  monitoring,  invoicing
process, collection,  chasing-up,  calculations and reporting to be performed by
each Servicer. It being understood that, notwithstanding such delegation:

(a)        the Management Company shall, except to the extent provided otherwise
           in the Securitisation  Transaction  Documents,  deal exclusively with
           the  relevant  Servicer  (or the  relevant  Administrative  Agent) in
           respect  of  matters  relating  to the  performance  by the  relevant
           Servicer  of its  obligations  under  this  Agreement  and any notice
           given,  demand or other  communication  made to the relevant Servicer
           shall be  deemed to be given or made to the  relevant  Administrative
           Agent and vice versa;

(b)        the  relevant  Servicer  shall be  responsible  for  providing  Crown
           Emballage  France SAS or, as the case may be, Crown  Packaging UK PLC
           with any notice given to such Servicer under this  Agreement,  to the
           extent, in the judgment of the relevant Servicer that it is necessary
           to do so; and

(c)        the relevant  Servicer shall ensure that Crown  Emballage  France SAS
           or,  as the  case  may  be,  Crown  Packaging  UK PLC  expressly  and
           irrevocably  undertakes to waive all rights of  contractual  recourse
           (responsabilite  contractuelle),  of  any  form,  nature,  and on any
           ground,  which it may have against the FCC until one year and one day
           has elapsed following the Legal Maturity Date.

12       COLLECTION ACCOUNTS

12.1     BANK ACCOUNTS

Each Servicer  confirms that, as at the date of this Agreement,  each Collection
Account set out in Schedule 3 of Appendix 1 in respect of each such Servicer has
been  established with the relevant  Collection  Account Bank and it has entered
into a


                                    Page 16


Collection  Account  Bank  Agreement  as necessary  under  applicable  French or
English law with each  Collection  Account Bank  regulating the operation of the
relevant account.

12.2     COLLECTION ACCOUNT SECURITY AGREEMENT

Each Servicer  participating in the  Securitisation  Programme as a Seller shall
have executed and perfected,  pursuant to applicable French or English law, with
the FCC  and,  as the  case  may be,  the  relevant  Collection  Account  Bank a
Collection  Account  Security  Agreement in respect of its  Collection  Account,
pursuant to which the rights and interest of the FCC in the amounts  standing at
any time to the  credit of each  Collection  Account  shall be  secured  for the
benefit of the FCC. Such Collection Accounts will be established for the purpose
of the  Securitisation  Programme  in the form of French  "comptes  specialement
affectes" for the French Servicers and trust accounts for the English Servicers.
Any relevant Collection Account Security Agreement supersedes and/or supplements
the relevant Collection Account Bank Agreement entered into on or before the FCC
Establishment Date.

12.3     CHANGES TO COLLECTION ACCOUNTS

Each Servicer undertakes to the FCC that it will maintain each of the Collection
Accounts in its current form with the relevant Collection Account Bank, and each
Servicer  undertakes  that it will not  make any  changes,  other  than  changes
necessary under  applicable  law, to any Collection  Account save as provided in
Sub-clause below.  Each Servicer  undertakes not to create or permit to arise or
subsist any security  interest  whatsoever over or in relation to any Collection
Account save as permitted pursuant to the FCC Transaction Documents.

Each Servicer shall be entitled to change a Collection Account provided that:

(a)        it  notifies  all  relevant  Debtors  of the new  Collection  Account
           details  and  instructs  the  relevant  Debtors to make  payments  in
           respect of the Transferred Receivables to the new Collection Account;

(b)        the  relevant  Collection  Account Bank has a short term rating of at
           least P-1 by Moody's;

(c)        it maintains,  in accordance  with the terms of this  Agreement,  any
           Collection  Account being replaced by the new Collection  Account for
           at least twelve (12) months after complying with Sub-clause (a); and

(d)        the new Collection  Account becomes  subject to a Collection  Account
           Security Agreement, pursuant to applicable French or English law.

12.4     COLLECTION ACCOUNT BANK RATING

If the short term rating by Moody's of any  Collection  Account  Bank shall fall
below P-1,  the  relevant  Servicer  shall,  within 15  calendar  days after the
occurrence of such event:


                                    Page 17


(a)        terminate the Collection Account Bank Agreement; and

(b)        replace  such   Collection   Account  Bank  in  accordance  with  the
           requirements of Clause 12.3.

12.5     ADDITIONAL COLLECTION ACCOUNTS

Each Servicer undertakes, where necessary, to establish an additional Collection
Account in respect of any new Seller and to enter into a Collection Account Bank
Agreement and a Collection  Account Security  Agreement with each bank with whom
such additional Collection Account is maintained, in each case, on substantially
similar  terms as any  agreements  entered into under  Clauses 12.1 and 12.2 and
with the prior  approval of the  Management  Company,  such  approval  not to be
unreasonably withheld.

Each  Servicer  shall  notify the account  number of any  additional  Collection
Account  to  the  Management   Company  promptly  after  the  account  has  been
established.

12.6     OPERATION OF ACCOUNTS

Each Servicer shall operate each of the Collection  Accounts in accordance  with
this  Agreement,  subject to the provisions of the relevant  Collection  Account
Bank Agreement, Collection Account Security Agreement and applicable law.

Furthermore,  each of the Servicers and the Administrative  Agents undertakes to
the Management  Company and the Custodian that it will not give any  instruction
to transfer funds from any of the Collection Accounts unless such instruction is
given in  accordance  with its duties  under,  and subject to the terms of, this
Agreement,  the Collection  Account Bank  Agreement and the  Collection  Account
Security Agreement.

12.7     COLLECTION RECORDS

Each Servicer shall establish and maintain  records in respect of its Collection
Accounts and such records shall allow for the separate identification of all FCC
Collections  received  in  respect  of each  Transferred  Receivable  into  that
Collection  Accounts on each Business  Day,  provided that such records shall at
all times include all historical  entries in the  Collection  Accounts since the
FCC Establishment Date.

The  Servicers  or, as the case may be, the  Administrative  Agents,  shall make
available  as soon as  possible  upon  request  such  records to the  Management
Company and the Custodian.

13       COLLECTIONS OF RECEIVABLES

13.1     COLLECTIONS

Subject  to and in  accordance  with  the  provisions  of this  Agreement,  each
Servicer shall:


                                    Page 18


(a)        collect   all  amounts  due  from  the  Debtors  in  respect  of  the
           Transferred Receivables in an efficient and timely manner; and

(b)        in  connection  with  the  FCC  Collections,  present  all  documents
           necessary,  including bank payments undertakings,  in support of such
           amounts due from any Debtor to the relevant  Collection  Account Bank
           in an efficient and timely manner.

13.2     RECONCILIATION OF THE COLLECTIONS

In respect of each Collection  Period,  each Servicer shall on the corresponding
Transfer Date,  determine with respect to each amount credited into the relevant
Collection  Account during that Collection  Period, if such amount is (i) an FCC
Collection or (ii) any other Collection.

13.3     INSTRUCTIONS TO THE COLLECTION ACCOUNT BANKS

In respect of each Collection Period, each Servicer,  by no later than 2.00 p.m.
one (1)  Business Day before the Payment Date or Interest  Payment  Date,  shall
pass  an  irrevocable  order  of a wire  transfer  with  the  following  libelle
"Collections -- Crown  Securitisation" for French Sellers and through SWIFT with
an MT101 order for English Sellers, in order that by no later than 10.00 a.m. on
the  corresponding  Payment Date or Interest  Payment Date, all FCC  Collections
received in Euro and in Sterling in respect of the  Transferred  Receivables are
transferred to the FCC Collection Account.

Upon the  occurrence of a Servicer  Trigger Event and by no later than 9.00 a.m.
on each  calendar  day,  all amounts,  in Euro or in  Sterling,  standing to the
credit of each  Collection  Account at close of business on the  preceding  day,
shall be automatically  transferred to the FCC Collection  Account in accordance
with the provisions of the relevant Collection Account Security Agreement.

13.4     DILUTIONS

In respect of each Cut-Off Period, each Servicer, by no later than 2.00 p.m. one
(1) Business Day before the Payment Date or Interest Payment Date, shall pass an
irrevocable  order of a wire transfer with the following  libelle  "Dilutions --
Crown  Securitisation"  for French Sellers and through SWIFT with an MT101 order
for English  Sellers in order that by no later than 10.00 a.m.  on each  Payment
Date or Interest Payment Date immediately following that Cut-Off Period, all New
Dilutions in Euro and in Sterling in respect of the Transferred  Receivables are
transferred to the FCC General Account.

If a Servicer Trigger Event occurs during the Amortisation  Period,  each Seller
shall transfer by no later than 10.00 a.m. on the immediately following Interest
Payment Date or Payment Date, as relevant, the Dilution Reserve Shortfall.


                                    Page 19


13.5     APPORTIONMENT OF COLLECTIONS

Each  Servicer  agrees that if a Debtor makes a general  payment to a Collection
Account  which  includes  the payment of one or more  Receivables  and any other
monies due,  and such  Debtor  makes no  apportionment  as to the  payment,  the
Servicer  shall  apply such  payment  firstly to any  amount due  pursuant  to a
relevant Transferred Receivable secondly to any other Receivable due and thirdly
to any other payment.

14       CONTRACTUAL DOCUMENTS AND FILES

The   Custodian  is  charged  with  the  custody  of  the  assets  of  the  FCC.
Nevertheless,  in  accordance  with the  provisions of Article 20 of the Decree,
each  Servicer  shall  act as  depository  of the  Transferred  Receivables,  in
compliance with the following cumulative conditions:

(a)        the Custodian shall ensure,  under its own liability,  the custody of
           the Transfer Documents (actes de cession de creances)  evidencing the
           assignment of such Transferred Receivables to the FCC; and

(b)        each Servicer shall ensure,  under its own liability,  the custody of
           the Files and  other  agreements  and  instruments  relating  to such
           Transferred  Receivables,  shall  implement  to that  effect  custody
           procedures and shall procure that a regular and independent  internal
           supervision of such procedures is carried out annually.

Consequently,  each Servicer  shall  maintain,  implement and keep the Files and
accounting,  management and administrative  information systems,  procedures and
records in a form which is  adequate  (i) to  generate  accurate,  complete  and
reliable information regarding the portfolio of Transferred Receivables and in a
manner such that the  Transferred  Receivables  are  designated  and  identified
(designees  et  individualisees)  on any date,  (ii) to enforce the  Transferred
Receivables  without any delay,  (iii) to identify  in an  efficient  and timely
manner  the  aggregate  of  all  FCC   Collections,   any  New  Dilutions,   any
Unanticipated  Dilutions  and  any  Consumed  Anticipated  Dilutions,   and  any
Recoveries in relation to the  Transferred  Receivables and (iv) to identify the
Files from the records and other documents which relate to other  receivables or
agreements maintained by or on behalf of the Servicer or any other person.

Each  Servicer  shall deliver to, or procure the delivery to the Custodian of, a
Custody  Procedures Report in the form set out in Schedule 7 of Appendix 1 which
shall contain (i)  sufficient  information in order for the Custodian to be able
to verify that appropriate safe custody procedures are in place to guarantee the
existence and the safekeeping of the  Transferred  Receivables and the Ancillary
Rights  attached  thereto  (if any) and that  the  Transferred  Receivables  are
managed  and  serviced  for the  exclusive  benefit  of the  FCC,  and  (ii) the
conclusions  of  the  internal  review  referred  to  above,   together  with  a
certificate  certifying the conformity  between the Transferred  Receivables and
the corresponding Files.

Upon the  occurrence  of a  Servicer  Termination  Date in  relation  to a given
Servicer,  such Servicer shall, in respect of the Transferred  Receivables  then
outstanding,


                                    Page 20


immediately  deliver,  or procure the delivery,  to the Back-Up  Servicer of the
Files which shall be kept in safe custody and under its control  until 12 months
after the termination of the mission of the Back-Up Servicer,  provided that the
relevant  Servicer  shall have the right to make and retain  such  copies of any
such records as it desires.

It is expressly agreed that each Servicer shall perform its  undertakings  under
this Clause 14 at its own cost and expense.

15       MANAGEMENT OF THE DEBTOR ACCOUNTS

In accordance with the Servicing Procedures,  each Servicer shall procure that a
Debtor Account in respect of each Debtor is established  and  maintained,  which
shall set out the following information:

(a)        the Outstanding Amount of the Transferred Receivables of that Debtor;

(b)        all FCC Collections  received on the relevant  Collection  Account in
           respect of the Transferred Receivables of that Debtor;

(c)        the amounts of Latent  Anticipated  Dilutions,  Consumed  Anticipated
           Dilutions and  Unanticipated  Dilutions in respect of the Transferred
           Receivables corresponding to each Debtor;

(d)        the sum of the  amounts  still  unpaid in respect of any  Transferred
           Receivables  which  is a  Defaulted  Receivable  in  respect  of each
           Debtor;

(e)        all  amounts in respect of  Recoveries  in respect of each  Defaulted
           Receivable corresponding to each Debtor; and

(f)        more generally,  all information  data and calculation data which are
           to be included in each Individual Report,

provided that:

           (i)       each  Debtor   Account   shall  record  at  all  times  all
                     historical  entries in that Debtor Account as from the date
                     on which the corresponding  Receivable is identified in the
                     accounting system of the relevant Seller;

           (ii)      all data must be recorded on a  Transferred  Receivable  by
                     Transferred  Receivable  basis and, where  relevant,  on an
                     aggregate basis; and

           (iii)     all data must be recorded in the relevant Debtor Account by
                     the relevant Servicer in an efficient and timely manner.


                                    Page 21


16       REPORTS

16.1     INDIVIDUAL REPORT

No later than 10.00 a.m. on each  Information  Date, each Servicer shall provide
the  relevant  Administrative  Agent  with  the  Individual  Report  in form and
substance as provided in Schedule 14 of Appendix 1.

16.2     CONSOLIDATED REPORT

No later than 10.00 a.m. on each Information  Date, the relevant  Administrative
Agent shall provide the Management  Company with the Individual  Reports and the
Consolidated  Report for the  immediately  preceding  Cut-Off Period in form and
substance as provided in Schedule 15 of Appendix 1.

16.3     ADDITIONAL INFORMATION

Each Servicer shall  provide,  within five (5) Business Days of receiving such a
request  from  the  Management  Company  or  Custodian,  additional  information
relevant  to the  Transferred  Receivables  (including  information  related  to
enforceability or collectability of the Transferred  Receivables),  the Sellers,
the Servicers,  the Debtors or the Collection Accounts as the Management Company
or the Custodian may from time to time reasonably require for the performance of
their obligations under the Securitisation Transaction Documents.

17       ENFORCEMENT

In the event of default by any Debtor in relation to a  Transferred  Receivable,
the relevant Servicer shall apply the Servicing Procedures, or to the extent the
Servicing  Procedures  are not  applicable  to the  default  in  question,  such
Servicer shall act in a wise and prudent manner provided that:

(a)        any  substantial  amendment  to  or  substitution  of  the  Servicing
           Procedures  requires  the prior  written  consent  of the  Management
           Company;

(b)        in taking such action in relation to any  particular  Debtor which is
           in default,  the Servicer shall apply the Servicing Procedures unless
           the Servicer:

           (i)       has obtained prior written instructions from the Management
                     Company,  acting  always  in  the  best  interests  of  the
                     Unitholders,  setting  forth  the  actions  to be  taken in
                     relation to the particular default;

           (ii)      reasonably  believes  that in not  applying  the  Servicing
                     Procedures,  it will enhance recovery prospects or minimise
                     loss relating to the Transferred Receivables; and

           (iii)     notifies  the  Management   Company  in  advance  and  with
                     sufficient  detail concerning the particular Debtor and the
                     corresponding


                                    Page 22


                     Transferred  Receivable  so  as  to  allow  the  Management
                     Company  to object to the  action  proposed  to be taken by
                     the Servicer.

In performing their obligations under this Agreement, the Servicers shall comply
with  all   requirements  of  applicable   laws,   regulations  and  directives,
administrative requirements,  licence, authorisation, or injunctions made by any
applicable  government,  supra-national  body,  state,  municipality,  district,
canton,  authority,  court or tribunal  that are  relevant to the  Servicers  in
performing their  obligations under this Agreement.  In addition,  the Servicers
shall have obtained from the  Management  Company,  and the  Management  Company
undertakes to provide the Servicers with any appropriate  power of attorney,  if
necessary, in order to perform their obligations under this Agreement.

18       RECORDS

18.1     MAINTENANCE OF RECORDS

Each Servicer shall  maintain the back-up system  implemented by the Crown Group
in the event of the destruction, loss or damage of the information regarding the
Transferred Receivables.

18.2     ACCESS TO RECORDS

If the  information  provided to the Management  Company or the Custodian by the
relevant  Servicer pursuant to Clause 16.3 is not satisfactory in the reasonable
opinion of the Management  Company or the Custodian,  the Management  Company or
the  Custodian  (represented  by their duly  authorised  officers,  employees or
agents) shall be permitted, subject to a two (2) Business Days prior notice:

(a) to access to the relevant Servicer premises during normal business hours, in
order to:

           (i)       verify,   audit  and  inspect  all  information,   systems,
                     records, books and contractual  documentation maintained by
                     it relating to the Transferred Receivables; and

           (ii)      copy  all   information,   systems,   records,   books  and
                     contractual  documentation maintained by it relating to the
                     Transferred Receivables to the extent strictly necessary to
                     preserve the  Management  Company or the  Custodian  rights
                     under the FCC Transaction Documents;

(b)        to inspect and satisfy itself that the electronic systems used by the
           relevant   Servicer  in  relation  to  the  Transferred   Receivables
           designate  and  identify   (identifient  et   individualisent)   each
           Transferred  Receivable and provide the  Management  Company with the
           information to which the Management  Company is entitled  pursuant to
           the  FCC   Transaction   Documents  and  the   applicable   laws  and
           regulations; and


                                    Page 23


(c)        to take  other  reasonable  steps to  verify  or  obtain  information
           concerning any of the Transferred Receivables,

provided that any  reasonable  and justified  costs  incurred by the  Management
Company and the  Custodian  under this Clause 18.2 shall be paid by the relevant
Servicer.

18.3    AUDIT OF THE COMPUTER FILES, THE INDIVIDUAL REPORTS AND THE CONSOLIDATED
        REPORTS

Notwithstanding  Clause  18.2,  the  Reporting  Auditor  shall audit on a yearly
basis, in the name and on behalf of the Management Company, the process relating
to the production of the Computer  Files,  Individual  Reports and  Consolidated
Reports related to a given French Seller and a given English Seller.

If the  results  of the  audit  carried  out by the  Reporting  Auditor  are not
satisfactory in the reasonable opinion of the Management Company,  the Reporting
Auditor,  acting in the name and on behalf of the Management  Company,  shall be
entitled to audit the process  relating to the production of all Computer Files,
Individual  Reports and  Consolidated  Reports of all French Sellers and English
Sellers.

18.4     ADJUSTMENTS

In the event that any amount paid pursuant to this Agreement shall be determined
(after  consultation  between the parties in good faith) to have been incorrect,
the  Parties  shall  again  consult  in good  faith in  order  to agree  upon an
appropriate method for rectifying such error so that the amounts received by all
relevant  parties are those which they would have  received if no such error had
been made.

19       SERVICING FEE

In  consideration  for  all  services  performed  by the  Servicers  under  this
Agreement which relate to the collection and  administration  of the Transferred
Receivables, the FCC shall pay:

(a)        for the  collection  and  management  activities  in  relation to the
           relevant Transferred  Receivables (including  administrative activity
           and reminders which can not be qualified as recovery  activity),  the
           Servicing  Fee to each  Servicer,  subject to the  relevant  Order of
           Priority. Such Servicing Fee shall be paid on each Principal Transfer
           Date; and

(b)        for the recovery activities that the Servicers may provide in respect
           of the relevant  Transferred  Receivables,  an all inclusive recovery
           fee  (which  shall   include   value  added  tax,  if  any,  and  any
           disbursements  whatsoever).  The  recovery fee in respect of recovery
           services  shall be  payable  on the  first  Principal  Transfer  Date
           following  receipt by the  Management  Company of an invoice from the
           relevant  Servicer  evidencing the provision of recovery  services by
           it.


                                    Page 24


Without prejudice to the right to receive the Servicing Fee or the recovery fee,
as the case may be,  the  Servicers  shall  not be  entitled  to any  additional
compensation for the performance of their obligations under this Agreement.

20       TERMINATION OF APPOINTMENT

20.1     SERVICER TERMINATION DATE

Upon the  occurrence  of a  Servicer  Termination  Date  (other  than a Servicer
Termination Date due to an Early Amortisation Event) in respect of any Servicer:

(a)        the Management Company shall be entitled to terminate the appointment
           of the relevant  Servicer  (but not any other  Servicer) by notifying
           such termination in writing to such Servicer and to the corresponding
           Administrative   Agent,  provided  that  this  termination  shall  be
           automatically  (de plein  droit)  effective  as from the date of such
           notification;

(b)        the  Management  Company shall be entitled to substitute  the Back-Up
           Servicer to the Servicer, pursuant and subject to Clause 20.3; and

(c)        notwithstanding  the  termination of the  appointment of the relevant
           Servicer,  the  representations,  warranties and undertakings of that
           Servicer  shall  survive for so long as there  continues to exist any
           obligation of that Servicer under this Agreement.

20.2     ADMINISTRATIVE AGENT TERMINATION DATE

Upon the occurrence of an  Administrative  Agent Termination Date (other than an
Administrative  Agent  Termination Date due to an Early  Amortisation  Event) in
respect of any Administrative Agent:

(a)        the  Administrative  Agent  Termination Date shall also be a Servicer
           Termination Date with respect to each and every Servicer  (whether or
           not there is any  Servicer  Event of Default)  having  appointed  the
           relevant  Administrative  Agent,  with  the  consequences  set out in
           Clause 20.1;

(b)        the  appointment  of  the  relevant  Administrative  Agent  shall  be
           automatically  (de  plein  droit)  terminated  with  effect  from the
           termination  date of the  appointment of all the relevant  Servicers;
           and

(c)        notwithstanding  the  termination of the  appointment of the relevant
           Administrative    Agent,   the   representations,    warranties   and
           undertakings of such  Administrative  Agent shall survive for so long
           as there  continues to exist any  obligations of such  Administrative
           Agent under this Agreement.

20.3     SUBSTITUTION

Upon the  occurrence  of a  Servicer  Termination  Date  (other  than a Servicer
Termination Date due to an Early Amortisation Event) in respect of any Servicer,
the  Management  Company shall be entitled  (but not obliged) to substitute  the
Back-Up


                                    Page 25


Servicer,  in  relation to such  Servicer's  rights and  obligations  under this
Agreement  in  accordance  with,  and subject to, the  provisions  of Article L.
214-46 of the French  Code  monetaire  et  financier.  In  connection  with such
substitution:

(a)        the Back-Up Servicer shall be a credit institution;

(b)        the  Management  Company (or the Back-Up  Servicer)  shall inform the
           Debtors of the  Transferred  Receivables  originated  by the relevant
           Servicer  of  the  transfer  of  the  servicing  of  the  Transferred
           Receivables to the Back-Up Servicer by delivering to the said Debtors
           a written  Notice of  Transfer  substantially  in the form set out in
           Schedule 7 of the relevant Seller's Appendix; and

(c)        the Management  Company (or the Back-Up  Servicer)  shall notify such
           Debtors,  by means of such Notice of  Transfer,  to make all payments
           with respect to the  Transferred  Receivables  to the FCC  Collection
           Account  or to any new bank  accounts  opened  in the name or for the
           benefit of the FCC.

Upon the occurrence of an  Administrative  Agent Termination Date (other than an
Administrative  Agent Termination Date due to an Early Amortisation  Event), and
consequently  the Servicer  Termination  Date in respect of each Servicer having
appointed the relevant  Administrative  Agent,  the Management  Company shall be
entitled (but not obliged) to substitute,  in relation to such Servicers' rights
and obligations under this Agreement,  the Back-Up Servicer.  In connection with
such termination, the provisions of this Sub-clause shall apply mutatis mutandis
to each such Servicer.

20.4     REDELIVERY OF RECORDS

Upon the termination of the appointment of a Servicer, the relevant Servicer and
the relevant  Administrative  Agent (to the extent that it holds records for the
account of that Servicer) shall:

(a)        to the  fullest  extent  permitted  by  applicable  law,  immediately
           deliver and make available to the Management Company or the Custodian
           (or any person  appointed by them)  originals  of the Files,  records
           (including,  without  limitation,   computer  records  and  books  of
           records,  relating in particular to the relevant  Collection Accounts
           and the Debtor Accounts), accounts, papers, registers, computer tapes
           and discs (or duplicates  thereof),  statements,  correspondence  and
           documents  in its  possession  or under its  control  relating to the
           relevant  Transferred  Receivables  and any  funds  or  other  assets
           (including  the FCC  Collections)  then held by the  Servicers or the
           relevant Administrative Agent (to the extent it holds records for the
           account of that Servicer) on behalf of the Management  Company or the
           Custodian; and

(b)        immediately  take such action related to the redelivery of records as
           the Management  Company or the Custodian (or any person  appointed by
           them) may reasonably require.


                                    Page 26


20.5     DUTIES OF THE BACK-UP SERVICER

With effect from the FCC  Establishment  Date,  pursuant  to the  provisions  of
Article L. 214-46 of the French Code  monetaire  et  financier,  the  Management
Company has appointed GE Factofrance,  as Back-Up  Servicer,  in order to act on
behalf of the FCC in performing certain duties in connection with the management
and the  collection of the  Transferred  Receivables,  in accordance  with,  and
subject to, the provisions of the Back-Up Servicing Agreement.

20.6     FEES UPON TERMINATION

Upon  termination of appointment of a Servicer,  such Servicer shall be entitled
to receive the part of the  Servicing Fee referred to in Clause 19 accrued up to
the date on which the relevant  Servicer Event of Default occurred but shall not
be entitled to any other or further  compensation.  Such  Servicing Fee shall be
paid by the  Management  Company on the date payable under this  Agreement if no
termination had occurred, subject always to the provisions of this Agreement and
of any other FCC Transaction Document.


                                    Page 27


                                   SECTION IV:
             RELATIONSHIP BETWEEN THE PARTIES AND CHANGES TO PARTIES



21       APPOINTMENT OF THE FRENCH ADMINISTRATIVE AGENT

21.1     APPOINTMENT AND AUTHORITY OF THE FRENCH ADMINISTRATIVE AGENT

Each French Seller and each French  Servicer,  acting solely  (conjointement  et
sans  solidarite)  between  each of them and with each of the other  Sellers and
Servicers,  hereby appoints the French  Administrative  Agent as its legal agent
(mandataire)  pursuant to Articles 1984 et seq. of the French Code civil to take
such  action in its name and on its  behalf and to  exercise  and carry out such
powers, discretions,  authorities and duties as specifically provided under this
Agreement  and  such  powers  as  the  French  Administrative  Agent  reasonably
considers as incidental  thereto,  in all cases in the name and on behalf of the
French Sellers and the French Servicers.

Without  any  limitation  to  the  generality  of  the  foregoing,   the  French
Administrative Agent shall:

(a)        perform,  in the name and on behalf of the  French  Sellers,  all the
           steps required under the operational procedure contemplated in Clause
           3 in relation to the sale and transfer of the Eligible Receivables to
           the FCC; and

(b)        perform,  in the name and on behalf  of the  French  Sellers  and the
           French  Servicers,  the following  obligations in accordance with the
           provisions of the FCC Transaction Documents:

           (i)       deliver,  on  behalf  of  the  French  Sellers  and  French
                     Servicers,  to the Management  Company and to the Custodian
                     all documents in accordance  with the provisions of the FCC
                     Transaction  Documents,  including  without  limitation the
                     Individual Reports and the Consolidated Reports;

           (ii)      receive any  payment  due to each French  Seller and French
                     Servicer under the FCC Transaction Documents;

           (iii)     provide  data  administration  services  in relation to the
                     Receivables on a consolidated basis;

           (iv)      pay any amount due and  payable by each  French  Seller and
                     French Servicer under the FCC Transaction Documents; and

           (v)       receive from or give to the Management Company or Custodian
                     any notices,  mails,  or documents as provided  pursuant to
                     the FCC Transaction Documents.


                                    Page 28


21.2     ACCEPTANCE OF APPOINTMENT

The French  Administrative Agent confirms that it has received a copy of all the
FCC  Transaction  Documents to which a French Seller and a French  Servicer is a
party and expressly  accepts the appointment  under Clause 21.1 on the terms and
subject to the conditions of this Agreement.

21.3     LIABILITIES

In connection with its powers,  authorities and duties under the FCC Transaction
Documents,  the French  Administrative  Agent shall not assume, and shall not be
deemed to assume,  any  obligations  or duties other than those derived from its
capacity as legal  agent  (mandataire),  such legal  agency  being  specifically
provided by this Agreement.

Notwithstanding any provision to the contrary in this Agreement, the appointment
of the French Administrative Agent shall not in any way release or discharge the
French  Sellers  and the French  Servicers  from their  obligations,  duties and
liabilities under the FCC Transaction Documents.

The FCC shall have no liability whatsoever to the French Administrative Agent in
relation to any cost, claim, charge, loss, liability, damage or expense suffered
or incurred by the French Administrative Agent.

21.4     DURATION OF THE APPOINTMENT

The appointment and authority of the French  Administrative Agent shall be valid
as from the date of this Agreement and remain in full force until the occurrence
of an  Administrative  Agent  Termination Date in accordance with Schedule 13 of
Appendix 1.

21.5     FEES

In consideration for the services  performed by it, in the name and on behalf of
which it is acting  pursuant to a separate  agreement  entered  into between the
French Sellers,  the French Servicers and the French  Administrative  Agent, the
French  Administrative  Agent shall receive compensation from the French Sellers
and the French Servicers.

22       APPOINTMENT OF THE ENGLISH ADMINISTRATIVE AGENT

22.1     APPOINTMENT AND AUTHORITY OF THE ENGLISH ADMINISTRATIVE AGENT

Each English  Seller and each English  Servicer,  acting solely  between each of
them and with each of the other  Sellers  and  Servicers,  hereby  appoints  the
English  Administrative Agent as its legal agent to take such action in its name
and on its  behalf  and to  exercise  and  carry out such  powers,  discretions,
authorities  and duties as  specifically  provided under this Agreement and such
powers as the English  Administrative  Agent reasonably  considers as incidental
thereto,  in all cases in the name and on behalf of the English  Sellers and the
English Servicers.


                                    Page 29


Without  any  limitation  to  the  generality  of  the  foregoing,  the  English
Administrative Agent shall:

(a)        perform,  in the name and on behalf of the English  Sellers,  all the
           steps required under the operational procedure contemplated in Clause
           3 in relation to the sale and transfer of the Eligible Receivables to
           the FCC; and

(b)        perform,  in the name and on behalf of the  English  Sellers  and the
           English Servicers,  the following  obligations in accordance with the
           provisions of the FCC Transaction Documents:

           (i)       deliver,  on  behalf of the  English  Sellers  and  English
                     Servicers,  to the Management  Company and to the Custodian
                     all documents in accordance  with the provisions of the FCC
                     Transaction  Documents,  including  without  limitation the
                     Individual Reports and the Consolidated Reports;

           (ii)      receive any payment due to each English  Seller and English
                     Servicer under the FCC Transaction Documents;

           (iii)     provide  data  administration  services  in relation to the
                     Receivables on a consolidated basis;

           (iv)      pay any amount due and payable by each  English  Seller and
                     English Servicer under the FCC Transaction Documents; and

           (v)       receive from or give to the Management Company or Custodian
                     any notices,  mails,  or documents as provided  pursuant to
                     the FCC Transaction Documents.

22.2     ACCEPTANCE OF APPOINTMENT

The English Administrative Agent confirms that it has received a copy of all the
FCC Transaction  Documents to which an English Seller and an English Servicer is
a party and expressly accepts the appointment under Clause 22.1 on the terms and
subject to the conditions of this Agreement.

22.3     LIABILITIES

In connection with its powers,  authorities and duties under the FCC Transaction
Documents,  the English  Administrative Agent shall not assume, and shall not be
deemed to assume,  any  obligations  or duties other than those derived from its
capacity as legal agent, such legal agency being  specifically  provided by this
Agreement.

Notwithstanding any provision to the contrary in this Agreement, the appointment
of the English  Administrative  Agent shall not in any way release or  discharge
the English Sellers and the English Servicers from their obligations, duties and
liabilities under the FCC Transaction Documents.


                                    Page 30


The FCC shall have no liability  whatsoever to the English  Administrative Agent
in relation  to any cost,  claim,  charge,  loss,  liability,  damage or expense
suffered or incurred by the English Administrative Agent.

22.4     DURATION OF THE APPOINTMENT

The appointment and authority of the English Administrative Agent shall be valid
as from the date of this Agreement and remain in full force until the occurrence
of an  Administrative  Agent  Termination Date in accordance with Schedule 13 of
Appendix 1.

22.5     FEES

In consideration for the services  performed by it, in the name and on behalf of
which it is acting  pursuant to a separate  agreement  entered  into between the
English Sellers, the English Servicers and the English Administrative Agent, the
English  Administrative  Agent may receive compensation from the English Sellers
and the English Servicers.

23       RIGHT OF RECOURSE

23.1     NO LIABILITY AGAINST THE FCC

Each of the  Parties  irrevocably  waives  all  rights of  contractual  recourse
(responsabilite  contractuelle),   of  any  form,  nature,  and  on  any  ground
whatsoever, which it may have against the FCC.

23.2     OBLIGATIONS SEVERAL

The  obligations  of each  Party are  several  (conjointes  et non  solidaires).
Failure by any Party to perform its  obligations  under this  Agreement does not
affect the  obligations of any other party under this  Agreement.  The rights of
each  Party  under  or in  connection  with  this  Agreement  are  separate  and
independent rights from the rights of any other party to this Agreement.

23.3     OBLIGATIONS IN RESPECT OF THE TRANSFERRED RECEIVABLES

Notwithstanding  any  provisions of this  Agreement or any other  Securitisation
Transaction Document:

(a)        without  prejudice to Clause 6.1, the Sellers  shall not be liable as
           to the  solvency  of the  Debtors  nor the  ability  to  collect  the
           Transferred  Receivables  (except to the extent  attributable  to the
           failure  to  perform  its  obligations   under  the  FCC  Transaction
           Documents)  nor the efficiency or the economic value of any Ancillary
           Rights relating to the Transferred Receivables; and

(b)        the FCC shall have no  obligation  or  liability  in  relation to the
           Transferred  Receivables or arising from the corresponding  Contracts
           and may not be required to perform any of the obligations  whatsoever
           of any Seller under the terms of said Contracts.


                                    Page 31


In  addition,  pursuant  to Article L. 214-48 of the French  Code  monetaire  et
financier,  the  Management  Company  shall  represent  the FCC as against third
parties,  in  particular  in any legal  action or  proceedings.  Therefore,  the
Unitholders  shall not take,  directly or indirectly,  any action as against any
Debtor on the basis of the representations and warranties made by the Sellers in
respect of the Transferred Receivables.

24       CHANGES TO THE SELLERS

24.1     RESIGNATION OF A SELLER

Any Seller shall be entitled to exit from the  Securitisation  Programme and may
resign from being a Seller by delivering to the Management Company a Resignation
Letter in the form set out in Schedule 16 of Appendix 1.

The  Management  Company  shall  accept  any  Resignation  Letter and notify the
relevant Seller and the relevant Administrative Agent of its acceptance provided
that no Seller  Potential  Event of Default,  Seller  Event of Default or Seller
Early  Amortisation  Event is continuing or would result from the  acceptance of
the Resignation Letter, whereupon:

(a)        the   relevant   Seller   shall  cease  to  be  a  Seller  under  the
           Securitisation Programme;

(b)        the  relevant  Seller  shall  inform  the  Management  Company  if it
           requests the  Management  Company to transfer  back to it one or more
           Transferred Receivables in accordance with Clause 7;

(c)        this Agreement shall  automatically and without any further formality
           terminate in respect of such Seller and shall,  subject to Sub-clause
           (d) below,  be of no further effect  vis-a-vis  such Seller.  For the
           avoidance  of doubt,  such  termination  shall not  affect  the other
           Sellers and the Transferred Receivables; and
(d)        the representations,  warranties and undertakings made by such Seller
           shall survive for so long as there continues to exist any obligations
           of such Seller under the FCC Transaction Documents.

24.2     MANDATORY CANCELLATION

It is  acknowledged  that a Seller Event of Default results if any Seller ceases
to be part of the Crown Group.  Without  prejudice to the provisions of Schedule
13 of  Appendix  1, it is also  acknowledged  that  each  transfer  of  Eligible
Receivables  from  a  Seller  to the  FCC  shall  be  subject  to the  condition
subsequent (condition resolutoire) that such Seller does not cease to be part of
the Crown Group for any reason and in any way whatsoever. In the event that such
condition subsequent (condition resolutoire) occurs:

(a)        all outstanding  Transferred Receivables transferred from that Seller
           to the FCC shall be deemed and treated as Affected Receivables;


                                    Page 32


(b)        the provisions set out in Clause 6.2 shall apply mutatis  mutandis to
           the relevant Transferred Receivables and the relevant Seller(s); and

(c)        the Seller Termination Date with respect to the relevant Seller shall
           occur,  provided  however that the  representations,  warranties  and
           undertakings  of that  Seller  shall  survive  for so  long as  there
           continues to exist any obligations of that Seller.

Upon satisfaction of all formalities and conditions  referred to in this Clause,
this Agreement shall  automatically  and without any further formality (de plein
droit)  terminate and shall,  subject to Sub-clause (c) above,  be of no further
effect vis-a-vis the said Seller.  For the avoidance of doubt,  such termination
shall not affect the other Sellers and Transferred Receivables.

24.3     ADDITIONAL SELLERS

The relevant Administrative Agent shall be entitled to make a request in writing
to the Management Company, for the addition to the Securitisation Programme of a
new Seller, provided that:

(a)        the request from the relevant Administrative Agent shall conform with
           Schedule 17 of Appendix 1;

(b)        such new Seller is  incorporated  in France or in the  United-Kingdom
           and is part of the Crown Group;

(c)        the  Management  Company  shall  approve,  by  written  consent,  the
           addition of such new Seller  within ninety (90) calendar days as from
           the  date  of  receipt  of  such  request,  such  approval  not to be
           unreasonably withheld;

(d)        the  Management  Company has received all of the  documents and other
           evidence  listed in Part D of Schedule 6 of Appendix 1 in relation to
           the  proposed  Seller,  in form  and  substance  satisfactory  to the
           Management Company;

(e)        the  proposed  Seller  delivers  to  the  Management  Company  a duly
           completed  and  executed  Accession  Letter  in the  form  set out in
           Schedule 18 of Appendix 1; and

(f)        the reasonable and justified  costs relating to the  negotiation  and
           the drafting of the documentation  required for the adaptation of the
           Securitisation  Transaction  Documents  (including the legal fees and
           out-of-pockets expenses to be agreed in advance) for the accession of
           the said new Seller to the Securitisation Programme shall be borne by
           such new Seller or by any other company within the Crown Group.


                                    Page 33


                                   SECTION V:
                  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS



25       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE SELLERS

Each Seller  represents,  warrants and undertakes to the Management  Company and
the  Custodian  the  matters  set out in  Schedule 8 of  Appendix  1 and,  where
relevant, in Schedule 3 of the relevant Seller's Appendix.

The acceptance by the Management Company of any Individual  Transfer Offer shall
be  given  by  the  Management  Company  on  the  assumption  that  each  of the
representations  and warranties referred to in this Clause is true, accurate and
complete in all respects  when rendered or deemed to be repeated and each of the
undertakings given by each Seller shall be complied with at all relevant times.

26       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE SERVICERS

Each Servicer represents,  warrants and undertakes to the Management Company and
the  Custodian  the  matters  set out in  Schedule 9 of  Appendix  1 and,  where
relevant, in Schedule 4 of the relevant Seller's Appendix.

Each  Servicer  acknowledges  and agrees  that the  Management  Company  and the
Custodian are entering  into the  Securitisation  Transaction  Documents and are
taking part to the  Securitisation  Programme on the assumption that each of the
representations  and warranties referred to in this Clause is true, accurate and
complete in all respects when rendered or repeated and each of the  undertakings
given by each Servicer shall be complied with at all relevant times.

27       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF EACH ADMINISTRATIVE
         AGENT

Each Administrative Agent represents,  warrants and undertakes to the Management
Company and the  Custodian the matters set out in Schedule 10 of Appendix 1 and,
where relevant, in Schedule 5 of the relevant Seller's Appendix.

Each  Administrative  Agent  acknowledges and agrees that the Management Company
and the Custodian are entering into the Securitisation Transaction Documents and
are taking part to the  Securitisation  Programme on the assumption that each of
the  representations and warranties referred to in this Clause is true, accurate
and  complete  in all  respects  when  rendered  or  repeated  and  each  of the
undertakings  given by each  Administrative  Agent shall be complied with at all
relevant times.


                                    Page 34


28       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE MANAGEMENT COMPANY
         AND THE CUSTODIAN

Each of the  Management  Company  and the  Custodian  represents,  warrants  and
undertakes  to the Sellers,  the  Servicers  and the  Administrative  Agents the
matters set out in Schedule 11 of Appendix 1.


                                    Page 35


                                   SECTION VI:
                                  MISCELLANEOUS




29       PARTIAL INVALIDITY

Without  prejudice to any other provision of this  Agreement,  if one or more of
the provisions of this Agreement is or becomes invalid, illegal or unenforceable
in any  respect  in  any  jurisdiction  or  with  respect  to  any  party,  such
invalidity,  illegality or unenforceability in such jurisdiction,  shall not, to
the fullest extent  permitted by the applicable law, render invalid,  illegal or
unenforceable any other provisions of this Agreement or the affected  provisions
in any other  jurisdiction or with respect to any other party or parties to this
Agreement.  The Parties agree to negotiate in good faith to replace the affected
provision,  or portions of the said  provision,  with other valid and  effective
agreements having  substantially  the same effect,  having regard to the subject
matter and purpose of this Agreement.  To the extent permitted by all applicable
laws and  regulations,  each party to this Agreement hereby waives any provision
of laws and  regulations  which would  render any  provision  of this  Agreement
unlawful or unenforceable in any respect.

It is hereby  expressly  acknowledged and agreed between all the parties to this
Agreement that:

(a)        partial   termination  of  this  Agreement  or  of  any  transfer  of
           Receivable  on the  grounds  that  one  or  more  of the  Transferred
           Receivables do not comply with the Eligibility Criteria; or

(b)        partial   termination  of  this  Agreement  or  of  any  transfer  of
           Receivable  which entails the retransfer of a Receivable  pursuant to
           Clauses 7; or

(c)        termination of the  appointment  of the Servicers  pursuant to Clause
           20,

shall in no event, nor for any reason  whatsoever,  result in the termination of
the remaining  portion of this Agreement or the relevant transfer of Receivables
in so far as they relate to Transferred  Receivables  other than the Receivables
affected by such termination or retransfer.

Similarly,  the parties to this  Agreement  expressly  agree that any invalidity
that may occur in  relation  to the  transfer  of a  Receivable,  for any reason
whatsoever,  from a Seller to the FCC, shall not result in the invalidity of the
transfer  of the other  Receivables  held by the FCC  which  are not  explicitly
affected by such invalidity.

30       TRANSFER OF RIGHTS

The  Parties  may  transfer  any of their  rights  and  obligations  under  this
Agreement  only in  accordance  with the  provisions  of the  Agreement  Amongst
Participating Entities.


                                    Page 36


31       AMENDMENTS

Any term of this Agreement may be amended or waived only in accordance  with the
provisions of the Agreement Amongst Participating Entities.

32       INCREASE OF THE FCC MAXIMUM AMOUNT

The  Parties  acknowledge  and agree  that the  Parent  Company  may  request an
increase  of the FCC  Maximum  Amount  by  delivery  to the  Liquidity  Facility
Provider and the  Management  Company of a notice not later than forty five (45)
calendar  days before the date on which it wishes  this  increase to take place.
The FCC  Maximum  Amount  may  thus be  increased  at any  time  subject  to the
agreement  of the  Liquidity  Facility  Provider,  the  Management  Company  and
Eliopee.

33       GOVERNING LAW AND SETTLEMENT OF DISPUTES

33.1     GOVERNING LAW

This  Agreement  shall be governed by, and  construed and enforced in accordance
with the laws of France.

33.2     SETTLEMENT OF DISPUTES

The Parties submit to the exclusive  jurisdiction of the Tribunal de Commerce de
Paris to settle any disputes,  which may arise out of or in connection with this
Agreement.

In the event of any dispute which may arise between the  Management  Company and
the Custodian in connection  with a determination  and/or a calculation  made by
the  Management  Company  under any  Securitisation  Transaction  Document,  the
Management  Company and the Custodian  shall use their best endeavours to settle
their dispute on an amicable basis.


                                    Page 37


Executed in Paris, in fourteen (14) originals,
on 21 June 2005






- ------------------------------------          ----------------------------------
FRANCE TITRISATION,                           BNP PARIBAS,
as Management Company                         as Custodian

Name:      Pascal POMMIER                     Name:      Caroline BECAVIN
Title:     Authorised Signatory               Title:     Authorised Signatory















- ------------------------------------        ------------------------------------
CROWN EMBALLAGE FRANCE SAS,                 CROWN BEVCAN FRANCE SAS,
as French Seller, French Servicer           as French Seller and French Servicer
and French Administrative Agent             Name:      Raymond METZGER
                                            Title:     Authorised Signatory
Name:      Raymond METZGER
Title:     Authorised Signatory





                                    Page 38








- ------------------------------------     -----------------------------------
CROWN PACKAGING UK PLC,                  CROWN SPECIALITY PACKAGING UK PLC,
as English Seller, English Servicer      as English Seller and English Servicer
and English Administrative Agent
                                         Name:      Paul BROWETT
Name:      Paul BROWETT                  Title:     Authorised Signatory
Title:     Authorised Signatory








- ------------------------------------
CROWN AEROSOLS UK LTD,
as English Seller and English Servicer

Name:      Paul BROWETT
Title:     Authorised Signatory




                                    Page 39



                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 1
                          LIST OF SELLERS AND SERVICERS

                                     Part A
                   List of French Sellers and French Servicers




                                                                  
- ------------------------------------ ---------------------------------- ---------------------------------

  Name of French Seller/Servicer             Registered office                Registration number
- ------------------------------------ ---------------------------------- ---------------------------------

    CROWN EMBALLAGE FRANCE SAS        67, rue Arago, 93400 Saint Ouen             954 200 838
                                    (France)
- ------------------------------------ ---------------------------------- ---------------------------------

                        ZAC de Pre-a-Varois, BP18, 54670
      CROWN BEVCAN FRANCE SAS                Custines (France)                    327 205 373
- ------------------------------------ ---------------------------------- ---------------------------------



                                    Page 40


                                     Part B
                  List of English Sellers and English Servicers



- ------------------------------------ ---------------------------------- ---------------------------------

  Name of English Seller/Servicer            Registered office                Registration number
- ------------------------------------ ---------------------------------- ---------------------------------

                            Downsview Road, Wantage,
      CROWN PACKAGING UK PLC              Oxfordshire, OX 12 9BP,
                                              United-Kingdom                         178090
- ------------------------------------ ---------------------------------- ---------------------------------

                          Rock Valley Road, Mansfield,
 CROWN SPECIALITY PACKAGING UK PLC      Nottinghamshire, NG18 2EZ,                  2398420
                                 United-Kingdom
- ------------------------------------ ---------------------------------- ---------------------------------

                                 Oddicroft Lane,
                               Sutton-in-Ashfield,
       CROWN AEROSOLS UK LTD            Nottinghamshire, NG17 5FS,                   300739
                                 United-Kingdom
- ------------------------------------ ---------------------------------- ---------------------------------




                                    Page 41


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 2
                 ELIGIBILITY CRITERIA COMMON TO ALL RECEIVABLES

Subject  to the  Eligibility  Criteria  listed  in  Schedule  1 of the  relevant
Seller's  Appendix,  which may, as the case may be, complete or prevail over the
Eligibility Criteria listed below, each Receivable offered for sale and transfer
by each  Seller to the FCC  shall,  on the  corresponding  Information  Date and
Transfer Date, satisfy the following Eligibility Criteria:

                                     Part A
                  The Receivable and the underlying provisions

1.         The Receivable  exists and was  originated in the ordinary  course of
           the  Seller's  business and  represents  the amount due for a Sale of
           Products which has been invoiced to the corresponding Debtor;

2.         The Receivable is represented by an Invoice,  and each invoice number
           relates to only one Invoice.

3.         the Sale of  Products  from  which the  Receivable  arises  have been
           entirely  carried out and delivered by the relevant  Seller,  for its
           own benefit.

                                     Part B
               Ownership of the Receivable - No third party rights

4.         The Seller is the  original  creditor of the  Receivable  and did not
           purchase it or acquire it otherwise from a third party.

5.         Each  Seller is the sole  holder of the  Receivable,  to which it has
           full and unrestricted title.

6.         The Receivable is free and clear of any right that could be exercised
           by third parties against the relevant Seller, or the FCC.

7.         The Receivable is not subject to restrictions on transferability.

8.         To the best  knowledge  of the Seller,  the  Receivable  has not been
           disputed by the corresponding Debtor on any ground whatsoever, and it
           is not subject,  inter alia, in whole or in part, to any  prohibition
           on payment, protest, lien, cancellation right, suspension, deduction,
           set-off (other than those rights permitted by any applicable laws and
           regulations and usual dilutions  incurred by the Seller in the normal
           course of its business  such as  commercial  rebates,  discounts  for
           early  payments,   returnable   packaging,   reprographic  costs  and
           retroactive price adjustments),  counter-claim or judgement,  even if
           the corresponding Debtor is a supplier of the Seller.


                                    Page 42


                                     Part C
        Compliance with any applicable law - Validity of the obligations

9.         The Sale of Products or the Services from which the Receivable arises
           have been delivered or performed by the Seller in compliance with the
           laws and regulations  applicable to the Seller and the  corresponding
           Debtor.

10.        The  Receivable  has arisen out of a valid and  binding  Contract  or
           Contractual Documents,  enforceable in accordance with its respective
           terms against the relevant  Debtor,  which does not contravene in any
           material  respect any relevant  applicable laws, rules or regulations
           applicable to the Seller and the corresponding  Debtor and in respect
           of which all required  consents,  approvals and  authorisations  have
           been obtained.

11.        The  Receivable  and  the  Contractual  Documents  relating  to  such
           Receivable are governed by the laws and regulations of:

           (a)        France; or

           (b)        Germany; or

           (c)        United States of America; or

           (d)        England and Wales,

           as relevant.

12.        The  Receivable  and  the  Contractual  Documents  relating  to  such
           Receivable  constitute  legal,  valid and binding  obligations of the
           relevant Debtor and on third parties,  including,  without limitation
           and in respect with the relevant  Debtor,  the  obligation to pay the
           relevant  Amount  Due,  and  such   obligations  are  enforceable  in
           accordance with their  respective  terms subject only to any laws and
           regulations applicable in the event that such relevant Debtor becomes
           Insolvent.

                                     Part D
                              Contractual Documents

13.        The  Receivable   arises   pursuant  to  a  Contract  or  Contractual
           Documents:

           (a)       with  respect  to  which  the  Seller  has   performed  all
                     obligations  required to be performed by it  thereunder  in
                     order for the corresponding Debtor to be obliged to pay the
                     Receivable arising therefrom;

           (b)       as to which neither the Seller nor the corresponding Debtor
                     is in breach of its terms and which has not been  contested
                     by the Seller or the corresponding  Debtor on serious legal
                     ground; and

           (c)       which  is in  full  force  and  effect  and  has  not  been
                     terminated or frustrated and is not subject to any right of
                     rescission  or  other


                                    Page 43


                     defence;  and  there is no right or entitlement of any kind
                     for  the  non-payment  of  the Amount Due in respect of the
                     Receivable when due.


                                     Part E
         Servicing of the Receivable - Identification of the Receivable

14.        The   Receivable  is  serviced  in  compliance   with  the  Servicing
           Procedures.

15.        The   Receivable   is   designated   and   identified   (designee  et
           individualisee)  by the relevant Seller for ownership purposes at any
           time.

                                     Part F
               Financial and tax characteristics of the Receivable

16.        The  Receivable  is a  non-interest  bearing  receivable  other  than
           interest for late payment.

17.        The Receivable is payable by the corresponding Debtor by way of wire,
           cheque  or  any  other  means  of  payments  (to  the   exclusion  of
           documentary  credits)  by  which it is,  or  becomes,  customary  for
           payments of the type of the Receivables to be made.

18.        The payment of the  Receivable is not subject to the  performance  of
           any  administrative  action  or  step,  or to  the  execution  of any
           document of any kind whatsoever, or to any formalities,  either prior
           to or after the purchase of such Receivable.

19.        The  Receivable  is not  subject  to  payment  in kind  and/or by the
           delivery  of goods to the Seller or the  performance  of  services in
           favour of the Seller.

20.        The Receivable is not the object of or subject to any current account
           relationship between the Seller and the corresponding Debtor.

21.        The Due Date of the  Receivable  has not  been  extended  beyond  its
           original date.

22.        The Amount Due in respect of the Receivable  includes the value added
           tax (VAT) payable thereon (if any).

23.        The payments due from the corresponding Debtor in connection with the
           Receivable are not subject to withholding tax.

                                     Part G
                            Debtor of the Receivable

24.        The Debtor is a commercial company.

25.        The Debtor is located in the same  jurisdiction of  incorporation  of
           the Seller.

26.        The Debtor is not Insolvent.


                                    Page 44


27.        The Debtor is not part of the Crown Group.

28.        In  any  event,  the  Debtor  is  not  subject  to  any  immunity  of
           jurisdiction and execution.


                                    Page 45


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 3
                           LIST OF COLLECTION ACCOUNTS





                                                                
..........................................................................................................
Crown Emballage France SAS                 Banque                :               BNP PARIBAS
Collection Account
                                           ..............................................................
                                           Code IBAN                  FR76 3000 4021 4600 0103 0178 674
..........................................................................................................


..........................................................................................................
Crown Bevcan France SAS Collection         Banque                :               BNP PARIBAS
Account
                                           ..............................................................
                                           IBAN                       FR76 3000 4021 4600 0104 4010 874
..........................................................................................................


..........................................................................................................
Crown Packaging UK PLC Collection          Bank                  :      CITIBANK N.A., LONDON BRANCH
Account
                                           ..............................................................
                                           Account Number        :                10865656
..........................................................................................................



                                    Page 46




                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 4
                        FORM OF INDIVIDUAL TRANSFER OFFER



                              [Seller's letterhead]



FRANCE TITRISATION
(as Management Company)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

[CROWN EMBALLAGE FRANCE SAS { } CROWN PACKAGING UK PLC]
(as Administrative Agent)
[o]
[o]
[o]
[o]
Attention:        [o]
Facsimile:        [o]

copy (without the files) to:

BNP PARIBAS
(as Custodian)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

                                      In [to be completed], on [to be completed]

Dear Sirs,

Re: FCC CROWN RECEIVABLES EUROPE -- Individual Transfer Offer No. [o]

We  refer  to  Clause  3.1 of the  Master  Receivables  Transfer  and  Servicing
Agreement  (hereinafter  the Agreement) dated 21 June 2005 entered into between,
inter alia, the Management Company,  the Custodian,  [to be completed] as Seller
and [Crown Emballage  France SAS - Crown Packaging UK PLC] as  Administrative
Agent.


                                    Page 47


Unless otherwise defined herein, capitalised terms in this letter shall have the
meanings ascribed to them in the Agreement.

We, [name of Seller to be  completed],  hereby offer to sell and transfer to the
Management  Company  in  compliance  with the  provisions  of Clause  3.1 of the
Agreement,  the Eligible  Receivables  (including any Ancillary Rights) with the
following financial characteristics:

Characteristics of the Eligible Receivables:


Aggregate of the Net Invoice Amounts:                                [o]

Number:                                                              [o]

Representations, warranties and undertakings:

This Individual  Transfer Offer constitutes a representation  and warranty by us
that, on the date of this  Individual  Transfer Offer (and on the  corresponding
Transfer Date):

(a)        each Receivable complies with all Eligibility Criteria referred to in
           Schedule 2 of Appendix 1 and Schedule 1 of Appendix [2 - 3] of the
           Agreement; and

(b)        each  representation  and  warranty  referred  to  in  Schedule  8 of
           Appendix 1 and Schedule 3 of Appendix [2 - 3] of the  Agreement is
           true, complete, correct and accurate; and

(c)        each undertaking referred to in Schedule 8 of Appendix 1 and Schedule
           3 of Appendix  [2 - 3] of the  Agreement  has been fully  complied
           with.

Payment instructions:


Transfer Date:                                                       [o]

The payment of the Purchase  Price  corresponding  to the  Eligible  Receivables
shall be made in  accordance  with Clause 5.2 of the  Agreement by crediting the
relevant Administrative Agent Account.

Pursuant to Clause 5.3 of the Agreement,  the Administrative Agent shall receive
such  payment in the name and on behalf of the Seller and that  payment  made on
the credit of the  Administrative  Agent  Account  shall  result in the full and
definitive discharge of the FCC's payment obligations.

The  Eligible   Receivables   are  designated   and  identified   (designees  et
individualisees)  on the Computer File attached hereto in compliance with Clause
3.1.


                                    Page 48


Yours faithfully,






- -------------------------------------------------
[o],
as Seller

Title:
Name:


                                    Page 49



                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 5
                            FORM OF TRANSFER DOCUMENT




[Each  Transfer  Document  has to be made with blank  paper and drafted in whole
     (including the date) in French language even for the English Sellers]

                           Acte de cession de creances
                           ---------------------------


Date de  signature  et de  remise de l'Acte de  cession  de  creances  (Transfer
Document) au Cessionnaire : le [date to be completed]

Conformement  aux  dispositions  des  Articles  L.  214-43 et  suivants  du Code
monetaire et financier,

[NAME OF SELLER],  une societe de droit [o], dont le siege social est situe [o],
immatriculee  au registre du commerce et des societes de [o] sous le numero [o],
represente par [o], dument habilite aux fins des presentes, (le Cedant),

cede sans garantie ni recours quelconques autres que l'existence des creances et
des  garanties  qui  s'y  attachent  et  ceux  prevus  respectivement  dans  une
convention  de cession  intitulee  "Master  Receivables  Transfer and  Servicing
Agreement"  (la  Convention)  en date du 21 juin  2005  selon les  modalites  et
obligations decrites dans la Convention,

AU FONDS COMMUN DE CREANCES  CROWN  RECEIVABLES  EUROPE,  dont le Reglement (FCC
Regulations) a ete signe en date du 21 juin 2005 (le  Cessionnaire),  represente
par France Titrisation, une societe anonyme immatriculee au Registre du Commerce
et des  Societes de Paris sous le numero 353 053 531,  dont le siege  social est
situe 41 Avenue de  l'Opera,  75002  Paris et  represente  par  Monsieur  Pascal
Pommier, dument habilite aux fins des presentes (la Societe de Gestion),

un lot de [number of receivables to be completed]  creances  (Receivables)  d'un
montant  global de [(euro)  -  (pound)][o].  Ces  creances  sont  transmises,
designees et individualisees sur le fichier informatique joint (nOM du fichier :
[Transfer File name]).

La personne  morale  depositaire  des actifs du  Cessionnaire  est BNP  Paribas,
societe  anonyme  immatriculee  au Registre du Commerce et des Societes de Paris
sous le numero 662 042 449, dont le siege social est situe au 16,  boulevard des
Italiens, 75009 Paris, et representee par [o] (le Depositaire).

La presente  cession de creances  est soumise aux  dispositions  des Articles L.
214-43 a L. 214-48 du Code monetaire et financier relatives aux fonds communs de
creances.


                                    Page 50


Elle emporte l'obligation pour le Cedant en sa qualite d'etablissement charge du
recouvrement de proceder,  a la demande du  Cessionnaire,  a la conservation des
creances  dans les  conditions  definies  a  l'Article  20 du  Decret  n(degree)
2004-1255 du 24 novembre 2004 ainsi qu'a tout acte  necessaire a la conservation
des suretes,  des garanties et des accessoires  attaches a ces creances,  a leur
modification  eventuelle,  a  leur  mise  en  jeu,  a leur  mainlevee  et a leur
execution forcee.

Cet acte et le fichier  informatique  susvise sont etablis en un seul exemplaire
original et remis au Cessionnaire qui en donnera recu.




______________________________                       ___________________________
FCC CROWN RECEIVABLES EUROPE                         [SELLER]
en qualite de Cessionnaire, represente par la        en qualite de Cedant
Societe de Gestion

Nom :                                                Nom :
Fonction :                                           Fonction :











____________________________
Bon pour recu de BNP Paribas
en qualite de Depositaire


Nom :
Fonction :


                                    Page 51


                                       Translation for information purposes only
                                       -----------------------------------------


                          Receivables transfer document
                          -----------------------------

Date of  signature  and of delivery of the transfer  document to the  Purchaser:
[date to be completed]

Pursuant  to  Articles  L.  214-43  et seq.  of the  French  Code  monetaire  et
financier,

[NAME OF  SELLER],  a  company  incorporated  under  the  laws of [o],  with its
registered office at [o],  registered with the trade and company registry of [o]
under number [o],  represented by [o], duly authorised for the purposes  hereof,
(the Seller),

transfer without any guarantee and recourse other than relating to the existence
of the receivables and the attached security  interests and other than those set
out in a transfer agreement entitled "Master Receivables  Transfer and Servicing
Agreement" (the  Agreement)  dated 21 June 2005 in accordance with the terms and
conditions of the Agreement,

TO THE FONDS COMMUN DE CREANCES  CROWN  RECEIVABLES  EUROPE,  the Reglement (FCC
Regulations)  of which  has  been  executed  on 21 June  2005  (the  Purchaser),
represented by France  Titrisation,  a societe anonyme registered with the trade
and  companies  registry of Paris  under  number 353 053 531,  whose  registered
office is at 41,  Avenue de  l'Opera,  75002  Paris,  represented  by M.  Pascal
Pommier, duly authorised for the purposes hereof (the Management Company),

a number of [number of receivables to be completed] receivables (Receivables) in
a global amount of [(euro) -  (pound)][o].  Such receivables are transferred,
designated  and identified  (transmises,  designees et  individualisees)  in the
attached computer file (name of file: [o]).

The legal  entity  acting as  custodian  of the assets of the  Purchaser  is BNP
Paribas,  a societe anonyme  registered with the trade and companies registry of
Paris under number 662 042 449, whose registered  office is at 16, boulevard des
Italiens,  75009 Paris and  represented by [o], duly authorised for the purposes
hereof (the Custodian).

This transfer of  receivables is subject to the provisions of Articles L. 214-43
to L. 214-48 of the French Code  monetaire et financier  relating to debt mutual
funds.

Such  transfer  results in the  obligation  for the Seller,  in its  capacity as
servicer of the  receivables,  to ensure,  at the request of the Purchaser,  the
preservation of the receivables on the terms set out in Article 20 of the Decree
n(degree) 2004-1255 of 24 November 2004, and to perform any action necessary for
the  preservation  of the security,  guarantees and  collateral  relating to the
receivables,  for their  possible  amendment,  for their  release  and for their
realisation.

This  transfer  document and the  above-mentioned  computer file are issued in a
unique original and delivered to the Purchaser,  which shall acknowledge receipt
thereof.


                                    Page 52


______________________________                        __________________________
FCC CROWN RECEIVABLES EUROPE                          [SELLER]
acting as Purchaser, represented by the Management    acting as Seller
Company

Name:                                                 Name:
Title:                                                Title:









____________________________
Acknowledgement of receipt from BNP Paribas
acting as Custodian


Name:
Title:


                                    Page 53


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 6
                              CONDITIONS PRECEDENT

Each event listed  below,  and where  applicable,  in Schedule 2 of the relevant
Seller's Appendix, shall constitute a condition precedent.

                                     Part A
 Conditions precedent prior to or on the Closing Date or the first Transfer Date

1.         On or prior to the Closing Date,  the  Management  Company shall have
           received  all  the  following  documents  in  a  form  and  substance
           satisfactory to the Management Company:

           (a)       Copies  of  the  latest   version  of  the   constitutional
                     documents   (including   the   by-laws,   the  articles  of
                     association and the certificate of  incorporation  from the
                     competent  registers) of each Seller,  each Servicer,  each
                     Administrative  Agent and the Parent Company certified by a
                     duly authorised representative of that company to be a true
                     and up to date copy of the original.

           (b)       Copies  of  the  resolutions  of  the  competent  authority
                     (shareholders  meeting,  board  meeting  or others) of each
                     Seller, each Servicer,  each  Administrative  Agent and the
                     Parent  Company  authorising  the  execution,  delivery and
                     performance  by them of the FCC  Transaction  Documents  to
                     which  they  are  party,  certified  by a  duly  authorised
                     representative  of that company,  which  certificate  shall
                     state that the resolutions  thereby certified have not been
                     amended, modified, revoked or rescinded.

           (c)       Copies of the latest audited  financial  statements of each
                     Seller, each Servicer,  each  Administrative  Agent and the
                     Parent   Company    certified   by   a   duly    authorised
                     representative of that company.

2.         On or prior to the Closing Date,  the  Management  Company shall have
           received,  in a form and  substance  satisfactory  to the  Management
           Company:

           (a)       legal  opinions  of  Freshfields  Bruckhaus  Deringer as to
                     matters of French law, English law, New York law and German
                     law as to the sale of  Receivables,  enforceability  of the
                     Securitisation  Transaction  Documents  and other  relevant
                     matters;

           (b)       legal  opinion of Bingham & McCutchen  LLP as to matters of
                     Commonwealth of Massachusetts law as to  transferability of
                     Receivables and other relevant matters;

           (c)       legal opinions of Jones Day as to matters of French law and
                     English law as to due incorporation and corporate  capacity
                     of each Seller,


                                    Page 54


                      each Servicer,  each  Administrative  Agent and the Parent
                      Company,  due  execution  and  authorisation  of  the  FCC
                      Transaction Documents and other relevant matters,

           a copy of which for information purposes only may be disclosed to the
           Parent Company.

3.         On the  Closing  Date,  due  execution  and  delivery  of each of the
           Securitisation   Transaction  Documents  by  the  respective  parties
           thereto, and all documentation to be delivered therewith.

4.         On or prior to the first  Transfer  Date,  Moody's has confirmed that
           the  acquisition of Eligible  Receivables by the FCC shall not entail
           the downgrading of the rating of the BT Programme assigned by Moody's
           below P-1 or the putting on credit watch with negative implication of
           this rating.

5.         On or prior to the first Transfer Date, the conditions  precedent set
           out in Part B below shall have been fully complied with.

                                     Part B
       Conditions precedent prior to each Transfer Date or each Principal
                                 Transfer Date

                                    Section 1
                Conditions precedent prior to each Transfer Date

1.         The Final Termination Date has not occurred.

2.         No Seller Termination Date has occurred.

3.         No Administrative Agent Termination Date has occurred.

4.         No Parent Company Termination Date has occurred.

5.         No Seller Potential Event of Default has occurred and is continuing.

6.         No  Administrative  Agent Potential Event of Default has occurred and
           is continuing.

7.         No Parent  Company  Potential  Event of Default has  occurred  and is
           continuing.

8.         The    Management    Company   has   received   all    confirmations,
           representations,   warranties,   certificates  and  other  reasonable
           information  or  documents  from all  parties to the FCC  Transaction
           Documents   which  were  required  under  the  said  FCC  Transaction
           Documents.

9.         The  Consistency  Tests are satisfied in all respects and for each of
           the Sellers that issued an Individual  Transfer Offer on the relevant
           Information Date.


                                    Page 55


10.        The Seller  shall not have  delivered a  Resignation  Letter nor exit
           from the Securitisation Programme pursuant to Clause 24.1.

                                    Section 2
           Conditions precedent prior to each Principal Transfer Date

11.        The FCC can  issue,  if need  be,  one or  several  Units in order to
           obtain  the  financing  required  to fund the  Purchase  Price of the
           Eligible Receivables, as contemplated in the FCC Regulations.

12.        Eliopee has obtained the financing  required to fund the  acquisition
           of Senior Units  necessary to permit the FCC to hold all the Eligible
           Receivables  referred to in the corresponding  Consolidated  Transfer
           Offer  or,  as the  case  may  be,  Individual  Transfer  Offers,  as
           contemplated by the BT Programme.

13.        The  acquisition of new Eligible  Receivables  and/or the issuance of
           new Units  shall  not  result  in the  deterioration  of the level of
           protection  against loss offered to Unitholders  previously issued as
           outlined in Article 9 of the Decree.

                                     Part C
               Other conditions precedent required to be delivered

1.         On or prior to each Principal  Transfer Date, the Management  Company
           shall  have  received  confirmation  that the  Seller  Units  and the
           Subordinated  Units  issued,  as the case may be,  by the FCC on such
           Principal  Transfer Date have been  subscribed and paid by the Parent
           Company.

2.         Within  forty-five  (45) days after the Closing Date,  the Management
           Company has  received,  in a form and substance  satisfactory  to the
           Management Company, an Auditor's Certificate in respect of the Parent
           Company in the form set out in Schedule 22 of this Appendix 1.

                                     Part D
          Conditions precedent required to be delivered by a new Seller

On or prior  to the  Transfer  Date on which a new  Seller  will  accede  to the
Securitisation  Programme in accordance with Clause 24.3, the Management Company
shall have  received,  in a form and substance  satisfactory  to the  Management
Company:

1.         The documents set out in Sub-clauses (a) to (c) of Clause 1 of Part A
           of this  Schedule 6 of  Appendix 1 in  respect  of the  relevant  new
           Seller.

2.         Due execution and delivery of a Collection Account Security Agreement
           in  respect  of  each  Collection  Account  located  in the  relevant
           jurisdiction.

3.         Legal  opinion  of Jones Day as to  matters  of French law or English
           law, as relevant,  as to due incorporation and corporate  capacity of
           the new Seller and authorisation of the FCC Transaction Documents and
           other relevant matters.


                                    Page 56


4.         A written  confirmation  from  Moody's  that the  addition of the new
           Seller  shall not  entail  the  downgrading  of the  rating of the BT
           Programme  assigned  by  Moody's  below P-1 or the  putting on credit
           watch with negative implication of this rating.

5.         Confirmation that the Eliopee Liquidity  Facility  Agreement has been
           amended  (if need be) in order to  reflect  the  addition  of the new
           Seller,  provided  that  the  Liquidity  Facility  Provider  shall be
           entirely  free to  refuse  to amend the  Eliopee  Liquidity  Facility
           Agreement and its failure to answer  within the time period  referred
           to in Sub-clause  (c) of Clause 24.3 shall be construed as a negative
           answer.

                                     Part E
                       Benefit of the conditions precedent

The  conditions  precedent  referred to in this  Schedule 6 of Appendix 1 and in
Schedule 2 of the  relevant  Seller's  Appendix  are for the sole benefit of the
FCC. Therefore, the FCC may, in its absolute discretion but always acting in the
interest of the Unitholders,  and by written notice to the other parties to this
Agreement,  waive in whole or in part any of the conditions precedent set out in
this  Schedule  6 of  Appendix  1 and in  Schedule  2 of the  relevant  Seller's
Appendix or postpone the relevant conditions  precedent or attach to such waiver
or postponement such requirements and further conditions as it shall see fit.

                                     Part F
                       Conditions precedent not satisfied

If any of the conditions  precedent  referred to in Part A, Part B and Part C of
this  Schedule  6 of  Appendix  1 and in  Schedule  2 of the  relevant  Seller's
Appendix  for any  reason  whatsoever  have not been  satisfied  (or  waived  in
accordance  with Part E of this  Schedule  6 of  Appendix  1),  the FCC shall be
prohibited from accepting any Individual  Transfer Offers and the  corresponding
Consolidated  Transfer Offer on each Calculation Date and on each Transfer Date,
even if only one,  or  neither,  of the  Sellers  are  responsible  for such non
compliance, except in the following cases:

(a)        if the condition  precedent not complied with is of the type referred
           to in  Sub-clause  (2), (5) and (10) of Part B of this  Schedule 6 of
           Appendix 1 and in Schedule 2 of the relevant Seller's  Appendix,  the
           Management  Company  shall be  prohibited  from issuing an Acceptance
           only in relation to the Sellers  responsible for such non compliance;
           and

(b)        if the condition  precedent not complied with is of the type referred
           to in Clauses  (3) and (6) of Part B of Schedule 6 of Appendix 1, the
           Management  Company  shall be  prohibited  from issuing an Acceptance
           only  in  relation  to the  Sellers  having  appointed  the  relevant
           Administrative Agent.


                                    Page 57


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 7
                        FORM OF CUSTODY PROCEDURES REPORT



1.         CROWN EUROPE - INTERNAL AUDIT DEPARTMENT

The  purpose of Crown  Europe's  internal  audit is to check the  quality of the
Division's  entities'  internal  control.  The approach  adopted is a risk-based
approach.  In this regard, the team works from an annual plan and, among others,
audits of the production  sites and the Shared  Services  Centres (which centres
are responsible  for the  accountancy and the pay of the factories  placed under
the ERP J.D. Edwards).

The audits consist of assessing the controls related to the different management
processes  of those  sites by  systematically  applying a work  programme.  This
programme is developed in-house and complies with professional practices.

Some tests and reviews of the procedures and  documentation  are  systematically
carried out in order to support the  results.  The  internal  auditor  issues an
opinion on the  quality and  maturity  of the system of internal  control of the
audited site.

The audits systematically cover all the processes of the chain of clients:

o        follow-up of the clients' accounts (billing and servicing);
o        authorization of client's credit;
o        follow-up  of  the ageing balances,  of the unpaid receivables at their
         maturity date as well as of the chasing-up;
o        follow-up of disputes and rebates;
o        follow-up of doubtful clients; and
o        security of the clients data and bank references.

They also systematically cover the processes related to the cash management:

>>       bank money orders and use of accounts;
>>       authorizations of disbursement;
>>       bank reconciliations;
>>       overdrafts, guarantees, investments, hedge agreements; and
>>       security of electronic transmissions.

Since Crown Europe is an affiliate of an American  group quoted on the NYSE,  it
has to comply (since 2004) with the American  legislation on financial  security
known as the "Sarbanes-Oxley  Act". This Act requires companies to assess and to
certify the validity of their own system of internal control.

In this  context,  Crown  Europe  defined in 2004 the main risks  related to its
activity and which are likely to lead to erroneous financial information.


                                    Page 58


Crown Europe has since prepared formal documentation of the several thousands of
controls  which  enable it to cover  those  risks and which are carried out on a
daily, weekly,  monthly,  quarterly or yearly basis.  Obviously,  these controls
cover the "clients"  cycle.  They are assessed twice a year by internal teams in
accordance  with criteria which have been defined by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO").

The  assessment of the internal  control is then reviewed by external  auditors.
Price Waterhouse  Coopers has issued a positive opinion of the efficiency of the
Crown  Europe  internal  control.  That  assessment  was set out by the  group's
management in the Crown Europe 2004 Annual Report.

2.         DOCUMENTATION STORAGE PROCEDURE IN CROWN SUBSIDIARIES

The documentation storage procedure in Crown subsidiaries are as follows:

2.1        Contracts

Contract with customers are kept either:

           ->         In France:

           o          for  Food  France:  in the  Central  Legal  Department  of
                      Saint-Ouen in France for the Food France French clients;

           o          for Crown Speciality Packaging UK plc: for French clients,
                      in the  Sales  Department  of the  French  Shared  Service
                      Centre  (Saint-Ouen),  or in the Sales  Department  of the
                      plant in Vourles and Chatillon sur Seine);

           o          for Bevcan France SAS: for French  multinational  clients,
                      in the  Sales  Department  of the  French  Shared  Service
                      Centre  (Saint-Ouen),  for  other  clients  in  the  Sales
                      Department of the plant in Custines.

           ->         In the UK: in the legal  department of Crown  Packaging UK
                      PLC,  Downsview  Road,  Wantage,  Oxfordshire,  OX 12 9BP,
                      United-Kingdom.

2.2        Customer orders

Orders are received by e-mail, post and fax. In all cases, records of the orders
are kept for a minimum of 12 months either  electronically  (e-mail) or in paper
files by commercial/sales support function in each plant, ordered by clients.

2.3      Customer delivery notes

The original  signed  delivery  notes (proofs of delivery) are generally kept by
the haulier and are made available to Crown at any time. The haulier usually has
an office on each Crown site or close from the site. These signed delivery notes
are usually kept for at least two years up to a maximum of five.

Electronic versions of the delivery notes are available and printable to Crown's
personnel through the JDE system.


                                    Page 59


2.4      Invoices

Invoices  are  imaged  while  they are  created  by the  system,  as part of the
overnight  posting  process.  They are  subsequently  stored  electronically  on
optical disk. They are accessible via the JDE system or the Imaging and Scanning
software by all  personnel of Crown plants and  personnel of the Shared  Service
Centres. There is a daily back up of these files.

In case of invoices relating to invoicing originally supported by Crown and then
invoiced to the customers, they are issued and kept by each relevant service.

All scanned  invoices are kept at the Shared Service  Centres for 2 years,  they
are then kept by an external storage company.

2.5        Addresses

The addresses of the different plants are as follows:

- ->       CROWN EMBALLAGE FRANCE SAS

- -          Shared  Service  Centre:  67 rue Arago,  93400 SAINT OUEN, 1er etage,
           tel. 01 49 18 40 00;
- -          Usine de Laon: rue Armand Brimbeuf, 02930 LAON, tel.03 23 23 69 00;
- -          Usine de  Boulogne  sur mer:  Boulevard  industriel,  Outreau,  62203
           BOULOGNE SUR MER, tel. 03 21 10 19 19;
- -          Usine "La Villeneuve": Route de Quimper, 29187 CONCARNEAU, tel. 02 98
           50 40 40;
- -          Usine "Centre Ville":  143 avenue de la Gare, 29187 CONCARNEAU,  tel.
           02 98 50 49 50;
- -          Usine de Nantes: 19 Boulevard du Marechal Juin, 44104 NANTES, tel. 02
           40 38 58 58;
- -          Usine de Perigueux:  171 avenue du Marechal  Juin,  24002  PERIGUEUX,
           tel. 05 53 35 74 50;
- -          Usine de Brive: Z.I. La Sarretie,  rue Antoine Dubayle,  19100 BRIVE,
           tel. 05 55 86 40 00;
- -          Usine de Carpentras:  815 avenue des Marches, 84206 CARPENTRAS,  tel.
           04 90 63 68 00;
- -          Usine de La Garenne: Avenue Noel Navoizat, 21400 CHATILLON SUR SEINE,
           tel. 03 80 91 80 00;
- -          Usine de Rouen: 191 route des Docks, 76121 LE GRAND QUEVILLY, tel. 02
           35 18 26 26;
- -          Usine de Vourles:  chemin de la Plaine, 69390 VOURLES,  tel. 04 72 31
           99 50.

- ->       CROWN BEVCAN FRANCE SAS

- -          Usine de Custines: ZAC de Pre a Varois, B.P.18, 54670 CUSTINES,  tel.
           03 83 49 40 00.


                                    Page 60


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 8
       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS COMMON TO ALL SELLERS

                                     Part A
                  Representations and warranties of the Sellers

On the Closing Date,  subject to the  representations  and warranties  listed in
Schedule 3 of the  relevant  Seller's  Appendix,  which may, as the case may be,
supplement  the   representations  and  warranties  listed  below,  each  Seller
represents and warrants to the Management Company and the Custodian that:

1.         Status:  it is a company duly incorporated and validly existing under
           the laws of its  jurisdiction  of  incorporation  in which the Parent
           Company owns the Absolute Majority;

2.         Powers  and   authorisations:   all  corporate  actions,   approvals,
           consents,  notice  to or filing  with any  person  have  been  taken,
           fulfilled  and done in order to ensure the  execution,  delivery  and
           performance by it of the FCC  Transaction  Documents to which it is a
           party;

3.         Legal validity: subject to any insolvency laws and laws affecting the
           rights of creditors generally,  its obligations arising under the FCC
           Transaction  Documents  constitute,  or  when  executed  by  it  will
           constitute,  legal, valid and binding obligations enforceable against
           it in accordance with their respective terms;

4.         Pari passu ranking:  its payment  obligations  under the terms of the
           FCC  Transaction  Documents  are  and  will  be  direct  and  general
           obligations  which  rank  pari  passu  with all its  other  unsecured
           obligations and liabilities, present or future, actual or contingent,
           save for unsecured  obligations and liabilities  accorded  preferably
           over its other unsecured  obligations and liabilities pursuant to any
           provision of the laws of its incorporation;

5.         Non-violation:  the  execution  and  delivery of the FCC  Transaction
           Documents  to  which  it is a  party,  and  the  performance  of  its
           obligations thereunder and of any of the transactions contemplated in
           any of them do not and will not  contravene,  breach or  constitute a
           default  under or  conflict  or be  inconsistent  with or cause to be
           exceeded any limitation on it or the powers of its directors  imposed
           by or contained in:

           (a)       any law, statute,  decree,  rule,  regulation or licence to
                     which it or any of its assets or  revenues is subject or of
                     any  order,  judgement,   injunction,  decree,  resolution,
                     determination  or  award  of any  court  or  any  judicial,
                     administrative,  or governmental  authority or organisation
                     which applies to it or any of its assets or revenues; or


                                    Page 61


           (b)       any agreement,  indenture,  mortgage,  deed of trust,  bond
                     issue or any material document, instrument or obligation to
                     which  it is a  party  or by  which  any of its  assets  or
                     revenues is bound or affected; or

           (c)       any   document   which   contains   or   establishes    its
                     constitution;

6.         Consents: it has obtained and maintained in full force and effect all
           authorisations, approvals, consents, agreements, licences, exemptions
           and registrations and has made all filings,  notarisations,  payments
           of any duty or tax and obtained all documents needed for the purposes
           of:

           (a)       the  execution  and the  delivery  of the  FCC  Transaction
                     Documents to which it is a party,  and the  performance  of
                     its obligations  thereunder and of any of the  transactions
                     contemplated in any of them;

           (b)       carrying  on  its  activities  (to  the  extent  that  such
                     authorisations,  approvals, consents, agreements, licences,
                     exemptions,   registrations,   filings  or  documents   are
                     necessary  for it to observe or to perform its  obligations
                     under the FCC Transaction Documents); and

           (c)       ensuring  the  effective  sale  and  transfer  of  Eligible
                     Receivables to the FCC,  subject to and in accordance  with
                     the other provisions of this Agreement;

7.         No default:  no event has occurred which  constitutes,  or which with
           the  giving of notice  and/or  the  lapse of time  and/or a  relevant
           determination would constitute, a contravention of, or default under,
           any  applicable  law,  statute,  decree,  rule,  regulation,   order,
           judgment, injunction,  decree, resolution,  determination or award or
           any  agreement,  document  or  instrument  by  which it or any of its
           assets is bound or affected,  being a contravention  or default which
           affects or impedes, or would affect or impede, its ability to perform
           its obligations  under the terms of the FCC Transaction  Documents to
           which  it is a party  or  affects,  impedes  or  prohibits,  or would
           affect,  impede or prohibit,  the ability to assign or to collect the
           Transferred Receivables;

8.         Tax liabilities:  all necessary  returns have been delivered by it or
           on its behalf to the relevant  taxation  authorities and it is not in
           default in any material  respect in the payment of any Taxes,  and no
           material  claim is being  asserted with respect to Taxes which is not
           disclosed in its most recent financial statements;

9.         No litigation: there is no litigation,  arbitration or proceedings or
           administrative  request,  claim or action  before  any  jurisdiction,
           court, administration,  public body or governmental authority (unless
           contested  in good  faith  by the  Seller)  which  are  currently  in
           progress  or pending  or, to its  knowledge,  imminent  against it or
           against any of its assets,  income or revenues  that,  if the outcome
           was  unfavourable,  would affect or impede its ability to perform its
           obligations under the terms of the FCC Transaction Documents to which
           it is a party or would  affect,  impede or  prohibit,  the ability to
           assign or to collect the Transferred Receivables;


                                    Page 62


10.        Accounts: its audited annual financial statements (as provided for by
           all applicable laws and regulations) covering the last financial year
           closed or its latest audited annual financial statements (as provided
           for by all applicable laws and regulations)  available on the Closing
           Date have been prepared in accordance with the applicable  accounting
           principles,  and they  give a true,  complete  and  fair  view of its
           results,  its  activities  and its  financial  situation  on the date
           corresponding to the closing of the last financial year;

11.        Insolvency: it is not Insolvent;

12.        No Event of Default or Early  Amortisation  Event: no Seller Event of
           Default  or  Seller  Early  Amortisation  Event  has  occurred  or is
           continuing with respect to it;

13.        Data protection: the disclosure of information relating to the Debtor
           of each  Receivable  made in connection  with an Individual  Transfer
           Offer or the assignment of each such Receivable as  contemplated  by,
           and for the purposes  envisaged by, this Agreement is not contrary to
           data protection laws in the  jurisdiction of its  incorporation,  and
           any  notifications  to be made or approvals to be obtained under such
           laws have been made or obtained;

14.        Information:  in relation to each Receivable, the information set out
           in the accounting and computer systems and any other  information and
           statements  of any kind  supplied  or to be supplied by the Seller to
           the  Management   Company   (including,   without   limitation,   the
           information set out in the relevant  Computer File and Transfer File)
           as evidence of or relating  to each  Receivable  are true,  accurate,
           correct, complete,  current and not misleading,  subject to technical
           errors;

15.        Files: the Files are complete, true, accurate and current;

16.        Identification  of amounts:  the amounts  received in connection with
           (i) the  Transferred  Receivables  can be designated,  identified and
           segregated from the amounts  pertaining to other receivables owned by
           the  relevant  Seller and from the  amounts  pertaining  to the other
           Receivables,  two (2) Business Days following the receipt of the said
           amounts  and  (ii)  the  Eligible   Financing   Receivables   can  be
           designated,  identified and segregated from the amounts pertaining to
           Non Eligible  Financing  Receivables and vice versa, two (2) Business
           Days following the receipt of the said amounts;

17.        Securitisation   Programme:  it  knows  (i)  the  procedures  of  the
           Securitisation  Programme to the extent necessary for the performance
           of its obligations  under the FCC Transaction  Documents and (ii) the
           terms and conditions of the FCC Transaction  Documents as well as the
           Eliopee Liquidity Facility  Agreement,  even though it is not a party
           to this agreement and understands the consequences of this agreement;

18.        Custody  procedures:  it has  implemented  procedures  certifying the
           existence of the Transferred Receivables and the security, guarantees
           and collateral


                                    Page 63


           attached  thereto and their safe  custody  and that such  Transferred
           Receivables are collected for the exclusive benefit of the FCC;

19.        Confidentiality clauses: the Contractual Documents are not subject to
           any  confidentiality  clause that  expressly  covers any  information
           relating  to the  Eligible  Receivables  or, in the  event  that such
           Contractual  Documents  are  subject  to  any  other  confidentiality
           clause,  the Seller's  understanding of the negotiation that occurred
           between it and the  relevant  Debtor  with  respect  to the  relevant
           Contractual  Documents is that,  after having made all  necessary due
           diligence and research,  such confidentiality clause intends to cover
           technical and commercial items,  trade secret,  know-how or any other
           items of that nature and therefore such  confidentiality  clause does
           not affect,  impede or  prohibit,  its ability to assign the Eligible
           Receivables  to the FCC and the  ability  of the FCC to  collect  the
           Transferred Receivables. For the avoidance of doubt, Sub-clause 19(a)
           of Part B of this  Schedule 8 of  Appendix 1 shall  apply by the mere
           existence of a claim,  counter-claim or any other action (being based
           on serious legal  grounds or not) against the FCC,  filed by a Debtor
           or a third party on the basis of any confidentiality  clause included
           in any Contractual Document;

20.        Economic and financial  interests:  the transactions  contemplated in
           the FCC  Transaction  Documents  to  which  it is a party  are in its
           economic and financial  interests,  and completing those transactions
           will not affect  its  financial  condition  as at the end of its last
           financial year; and

21.        Structured   group:   the   Sellers,   the   Servicers,   the  French
           Administrative Agent, the English Administrative Agent and the Parent
           Company form a structured group with a strategy common to each of the
           Sellers, the Servicers,  the French Administrative Agent, the English
           Administrative  Agent and the Parent  Company,  and the Sellers,  the
           Servicers,    the   French    Administrative   Agent,   the   English
           Administrative Agent and the Parent Company have close capital links.
           To its knowledge, completing the transactions contemplated in the FCC
           Transaction  Documents to which they are party,  and more  generally,
           the  Securitisation  Programme,  do not  prejudice  the  economic and
           financial balance between the respective  undertakings of each of the
           Sellers, the Servicers,  the French Administrative Agent, the English
           Administrative  Agent and the Parent Company,  and those transactions
           are entered  into with an  individual  corporate  benefit for each of
           them.

Each  representation  and each  warranty  listed in Part A of this Schedule 8 of
Appendix 1 and in Part A of Schedule 3 of the relevant  Seller's  Appendix shall
be (i)  expressly  repeated on each  Information  Date by the  remittance  of an
Individual Transfer Offer and (ii) deemed to be repeated on each Transfer Date.

                                     Part B
                           Undertakings of the Sellers

On the Closing  Date,  subject to the  undertakings  listed in Schedule 3 of the
relevant  Seller's  Appendix,  which  may,  as the case may be,  supplement  the
undertakings  listed below, each Seller undertakes to the Management Company and
the Custodian:


                                    Page 64


1.         Breach:  to promptly inform the Management  Company and the Custodian
           in  writing  upon the  occurrence  of any Seller  Potential  Event of
           Default or Seller  Event of Default,  as soon as it becomes  aware of
           such Seller Potential Event of Default or Seller Event of Default;

2.         Consents:  to obtain  and  maintain  all  authorisations,  approvals,
           consents,  agreements,  licences, exemptions and registrations and to
           make  all  filings,  notarisations,  payments  of any duty or tax and
           obtain all documents, needed at any time for the purposes of:

           (a)       the   execution   and  delivery  of  the  FCC   Transaction
                     Documents,   and  the   performance   of  its   obligations
                     thereunder and of any of the  transactions  contemplated in
                     the FCC Transaction Documents;

           (b)       carrying  on  its  activities  (to  the  extent  that  such
                     authorisations,  approvals, consents, agreements, licences,
                     exemptions,   registrations,   filings  or  documents   are
                     necessary  for it to observe or to perform its  obligations
                     under the FCC Transaction Documents); and

           (c)       ensuring  the  effective  sale  and  transfer  of  Eligible
                     Receivables to the FCC,  subject to and in accordance  with
                     the other provisions of this Agreement;

3.         Information:  to deliver,  within five (5) Business Days after having
           received a prior notice to that effect from the Management Company or
           the Custodian,  information  relating to the Transferred  Receivables
           (including information related to enforceability or collectability of
           the  Transferred  Receivables)  or to the  Files  as  the  Management
           Company or the Custodian may from time to time reasonably require for
           the  performance  of  their  obligations  under  the   Securitisation
           Transaction Documents;

4.         Accuracy  of  information:   to  procure  that  (i)  all  information
           contained  in  the  Computer  Files,   the  Transfer  Files  and  the
           Individual  Reports  furnished  by it or on its behalf  under the FCC
           Transaction  Documents  is accurate in all  respects on the date that
           such   information   is  stated  or  certified  and  (ii)  all  other
           information or reports furnished by it or on its behalf under the FCC
           Transaction  Documents  is accurate in all  material  respects on the
           date that such information is stated or certified;

5.         Provision of financial statements:  to provide the Management Company
           certified copies of its annual financial  statements (as provided for
           by all applicable laws and regulations) audited and certified without
           qualifications  by its auditors as soon as they become available and,
           in any  event,  no later  than nine (9)  months  after the end of the
           financial year to which they relate,  prepared in accordance with the
           applicable  accounting  principles,  and giving a true,  complete and
           fair view of the results,  activities and financial  situation of the
           Seller at the end of the relevant financial period;

6.         Execution of obligations: to perform and comply with, in all material
           respects, on the due date and in full, all stipulations,  commitments
           and other


                                    Page 65


           obligations to which it may be subject by the  Contractual  Documents
           relating to the Transferred Receivables;

7.         Full compliance:  to fully comply in all respects,  in good faith and
           in a timely manner,  with the terms of the FCC Transaction  Documents
           to which it is a party;

8.         Delivery of documents:  at its own cost and expense, to deliver, upon
           occurrence  of an Event of  Default,  originals  of the  Files to the
           Management  Company,  the  Custodian  or any person  nominated  by it
           (including the Back-Up Servicer) as soon as practically possible upon
           written request of the Management Company or the Custodian,  in order
           to enable the Management  Company to enforce its rights in respect of
           the Transferred Receivables;

9.         Access: if the information  provided to the Management Company or the
           Custodian by the relevant  Seller  pursuant to Sub-clause 3 of Part B
           of  this  Schedule  8  of  Appendix  1 is  not  satisfactory  in  the
           reasonable  opinion of the Management  Company or the  Custodian,  to
           permit access to records in the  conditions of the provisions set out
           in Clause  18.2 which shall apply  mutatis  mutandis to the  relevant
           Seller;

10.        No  creation  of  rights:  not to  create  and not to  allow  for the
           creation or continuation of any right whatsoever (including any right
           resulting from a seizure or  enforcement)  encumbering all or part of
           the Transferred Receivables,  except if and where expressly permitted
           by the FCC Transaction Documents;

11.        No assignment:  not to sell, assign, transfer,  subrogate in any way,
           dispose of or  encumber  any of the  Transferred  Receivables  or the
           corresponding  Contractual  Documents  or to attempt to carry out any
           such  action in any way  whatsoever,  except  if and where  expressly
           permitted pursuant to the FCC Transaction Documents;

12.        No  action:  not to take any  initiative  or action in respect of the
           Transferred  Receivables,  the  Contractual  Documents or the Sale of
           Products which would affect, impede or prohibit the ability to assign
           or to collect the  Transferred  Receivables  in whole or in part,  or
           which could harm, in any way, the rights of the Management Company in
           the Transferred Receivables,  except if and where expressly permitted
           pursuant to the FCC Transaction Documents;

13.        No waiver: not to waive any right under the Contractual Documents and
           the Transferred Receivables,  unless in compliance with the Servicing
           Procedures  or with  the  prior  written  consent  of the  Management
           Company which shall not be unreasonably withheld;

14.        Detailed  information:  to hold detailed  information relating to any
           FCC Collection,  any New Dilutions, any Latent Anticipated Dilutions,
           any Unanticipated  Dilutions and any Consumed  Anticipated  Dilutions
           until the FCC Termination Date and to:


                                    Page 66


           (a)       allocate any FCC Collection,  any New Dilutions, any Latent
                     Anticipated Dilutions,  any Unanticipated Dilutions and any
                     Consumed Anticipated Dilutions to any Debtor Account within
                     two (2)  Business  Days  following  the receipt of the said
                     amounts;

           (b)       allocate  and  segregate  any  FCC   Collection,   any  New
                     Dilutions,    any   Latent   Anticipated   Dilutions,   any
                     Unanticipated   Dilutions  and  any  Consumed   Anticipated
                     Dilutions from the amounts  pertaining to other receivables
                     owned  by  the   relevant   Seller  and  from  the  amounts
                     pertaining  to the other  Transferred  Receivables,  at the
                     latest two (2) Business  Days  following the receipt of the
                     said amounts;

           (c)       allocate  and  segregate  any  FCC   Collection,   any  New
                     Dilutions,    any   Latent   Anticipated   Dilutions,   any
                     Unanticipated   Dilutions  and  any  Consumed   Anticipated
                     Dilutions in respect of any Eligible  Financing  Receivable
                     from the amounts  pertaining to any Non Eligible  Financing
                     Receivable  and vice versa,  at the latest two (2) Business
                     Days following the receipt of the said amounts; and

           (d)       provide such  information to the Management  Company within
                     two  (2)  Business   Days  upon  written   request  of  the
                     Management Company;

15.        Designation and  identification:  to designate and identify (designer
           et  individualiser),  without any ambiguity on and after the relevant
           Transfer  Date and  until it is fully  repaid,  in its  computer  and
           accounting  systems  (including in the relevant  Debtor Account) each
           Transferred  Receivable (including each Eligible Financing Receivable
           and each Non Eligible Financing Receivable), all FCC Collections, all
           New Dilutions,  all Latent Anticipated  Dilutions,  all Unanticipated
           Dilutions  and all  Consumed  Anticipated  Dilutions  related to such
           Transferred  Receivables,  through the recording of each  Transferred
           Receivable relating to each Debtor;

16.        General duties:

           (a)       to  give  assistance,  as  required  and  within  five  (5)
                     Business  Days after the receipt of a written  request from
                     the  Management  Company,  in providing or  delivering  any
                     item,  form or document and in carrying out any formalities
                     or any acts that might  reasonably be requested at any time
                     by  the  Management   Company,   in  order  to  enable  the
                     Management Company to exercise,  protect, keep in effect or
                     establish   proof  of  its   rights   to  the   Transferred
                     Receivables;

           (b)       if need be, to apply or exercise  rights  held  against any
                     person  in  order  to  enable  the  Management  Company  to
                     exercise  its  rights   arising  out  of  the   Transferred
                     Receivables,  to the  extent  and in  compliance  with  any
                     applicable laws and regulations, promptly after the receipt
                     of a written request from the Management Company; and


                                    Page 67


           (c)       subject  to  the  provisions  of  the  relevant  Collection
                     Account  Security  Agreement,  to hold  any FCC  Collection
                     received  by  it  in   connection   with  any   Transferred
                     Receivable after the relevant  Transfer Date exclusively on
                     behalf and for the account of the Management Company;

17.        Other  undertaking:  to  perform  at its own  cost  and  expense  any
           reasonable  action,  for the account of the  Management  Company,  in
           relation  to a  negotiable  instrument,  a bill of  exchange,  a bank
           cheque,  a letter of credit or a similar  instrument  delivered  by a
           Debtor in respect of any Transferred  Receivable.  In addition,  upon
           the  notification of the transfer of Receivables to its Debtors,  the
           Seller  shall  endorse  all  such  negotiable  instruments,  bills of
           exchange,  bank cheques,  letters of credit or similar instruments to
           the  Management  Company  or,  if  such  endorsement  is  technically
           impossible,  deliver  to the  Management  Company  any and  all  such
           negotiable instruments,  bills of exchange, bank cheques,  letters of
           credit  or  similar   instruments  in  respect  of  the   Transferred
           Receivables and generally take all measures  deemed  necessary by the
           Management  Company to preserve its rights  under the  Securitisation
           Transaction Documents;

18.        Indemnification - Non-performance:

           (a)       to  indemnify  the  Management  Company or ensure  that the
                     Management  Company is indemnified for any costs,  damages,
                     losses, expenses or liabilities (including, but not limited
                     to,  legal and out of  pocket  expenses)  that are  direct,
                     reasonable  and  justified  and suffered by the  Management
                     Company as a result of any non-performance by the Seller of
                     any of its  obligations  or breach or non compliance of any
                     of  its  representations  or  warranties  made  under  this
                     Agreement; and

           (b)       to pay to the Management  Company,  at the latter's written
                     request,  without delay, set-off,  deduction or withholding
                     of any nature,  the entire  amount of such costs,  damages,
                     losses, expenses or liabilities,

           provided  however,  that the relevant  Seller shall not be liable for
           any costs, damages,  losses, expenses or liabilities that result from
           the gross negligence  (faute grave) or wilful misconduct (dol) of the
           Management Company;

19.      Indemnification - Claims of third parties:

           (a)        to  indemnify  the  Management  Company or ensure that the
                      Management Company is indemnified, for any costs, damages,
                      losses,  expenses  or  liabilities  (including,   but  not
                      limited  to,  legal and out of pocket  expenses)  that are
                      direct,  reasonable  and  justified  and  suffered  by the
                      Management Company as a result of any action,  third party
                      notice,  counter claim or claim of any nature  whatsoever,
                      filed by a Debtor  or a third  party on the basis of or in
                      connection with the Contractual Documents (including,  but
                      not limited to, on


                                    Page 68


                     the basis of any  confidentiality  clause  included in any
                     Contractual Document) or the Sales of Products; and

           (b)       to pay to the Management  Company,  at the latter's written
                     request, without any set-off, deduction or withholding, the
                     entire amount of such costs, damages,  losses, expenses and
                     liabilities,

           provided  however,  that the relevant  Seller shall not be liable for
           any costs, damages,  losses, expenses or liabilities that result from
           the gross negligence  (faute grave) or wilful misconduct (dol) of the
           Management Company;

20.        Set-off:

           (a)       not to engage any action  which may give rise to a right of
                     the Debtor (or any third party) to set-off,  counter claim,
                     refund,  retention  or any  similar  right which could give
                     rise to any  deduction  whatsoever  or could  result in any
                     other  reason  for not  paying  any  amount  due  under the
                     Transferred  Receivables,  without the Management Company's
                     prior written consent; and

           (b)       to pay to the Management  Company,  at the latter's written
                     request, without any set-off, deduction or withholding, the
                     entire amount of any costs,  damages,  losses,  expenses or
                     liabilities  or  damage  that are  direct,  reasonable  and
                     justified  and  suffered  by the  Management  Company  as a
                     result of any action  contemplated in the above  Sub-clause
                     (a);

21.        Notifications:  to notify the Management  Company upon being notified
           of or becoming aware of the occurrence of any Event of Default; and

22.        Powers of  attorney:  not to revoke or attempt to revoke any power of
           attorney  granted by it in accordance with Clause 21 or Clause 22, as
           relevant,  and  Schedule 2 of  Appendix  3,  unless  such  revocation
           results from the mandatory application of any applicable law.

Each undertaking listed in Part B of this Schedule 8 of Appendix 1 and in Part B
of Schedule 3 of the relevant  Seller's  Appendix  shall be (i) complied with at
all times from the Closing Date until the  liabilities  of the Seller under this
Agreement and any of the FCC  Transaction  Documents to which it is a party have
been fully discharged,  (ii) expressly  confirmed as fully complied with on each
Information  Date by the  remittance of an Individual  Transfer  Offer and (iii)
deemed to be confirmed as fully complied with on each Transfer Date.


                                    Page 69


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 9
      REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS COMMON TO ALL SERVICERS

                                     Part A
                 Representations and warranties of the Servicers

On the Closing Date,  subject to the  representations  and warranties  listed in
Schedule 4 of the  relevant  Seller's  Appendix,  which may, as the case may be,
supplement  the  representations  and  warranties  listed  below,  each Servicer
represents and warrants to the Management Company and the Custodian that:

1.         Status:  it is a company duly incorporated and validly existing under
           the laws of its  jurisdiction  of  incorporation  in which the Parent
           Company owns the Absolute Majority;

2.         Powers  and   authorisations:   all  corporate  actions,   approvals,
           consents,  notice  to or filing  with any  person  have  been  taken,
           fulfilled  and done in order to ensure the  execution,  delivery  and
           performance by it of the FCC  Transaction  Documents to which it is a
           party;

3.         Legal validity: subject to any insolvency laws and laws affecting the
           rights of creditors generally,  its obligations arising under the FCC
           Transaction  Documents  constitute,  or  when  executed  by  it  will
           constitute,  its legal,  valid and  binding  obligations  enforceable
           against it in accordance with their respective terms;

4.         Pari passu ranking:  its payment  obligations  under the terms of the
           FCC  Transaction  Documents  are  and  will  be  direct  and  general
           obligations  which  rank  pari  passu  with all its  other  unsecured
           obligations and liabilities, present or future, actual or contingent,
           save for unsecured  obligations and liabilities  accorded  preferably
           over its other unsecured  obligations and liabilities pursuant to any
           provision of the laws of its incorporation;

5.         Non-violation:  the  execution  and  delivery of the FCC  Transaction
           Documents  to  which  it is a  party,  and  the  performance  of  its
           obligations thereunder and of any of the transactions contemplated in
           any of them do not and will not  contravene,  breach or  constitute a
           default  under or  conflict  or be  inconsistent  with or cause to be
           exceeded any limitation on it or the powers of its directors  imposed
           by or contained in:

           (a)       any law, statute,  decree,  rule,  regulation or licence to
                     which it or any of its assets or  revenues is subject or of
                     any  order,  judgement,   injunction,  decree,  resolution,
                     determination  or  award  of any  court  or  any  judicial,
                     administrative,  or governmental  authority or organisation
                     which applies to it or any of its assets or revenues; or


                                    Page 70


           (b)       any agreement,  indenture,  mortgage,  deed of trust,  bond
                     issue or any material document, instrument or obligation to
                     which  it is a  party  or by  which  any of its  assets  or
                     revenues is bound or affected; or

           (c)       any   document   which   contains   or   establishes    its
                     constitution;

6.         Consents: it has obtained and maintained in full force and effect all
           authorisations, approvals, consents, agreements, licences, exemptions
           and  registrations and has made all filings or obtained all documents
           needed for the purposes of:

           (a)       the  execution  and the  delivery  of the  FCC  Transaction
                     Documents to which it is a party,  and the  performance  of
                     its obligations  thereunder and of any of the  transactions
                     contemplated in any of them; and

           (b)       carrying  on  its  activities  (to  the  extent  that  such
                     authorisations,  approvals, consents, agreements, licences,
                     exemptions,   registrations,   filings  or  documents   are
                     necessary  for it to observe or to perform its  obligations
                     under the FCC Transaction Documents);

7.         No default:  no event has occurred which  constitutes,  or which with
           the  giving of notice  and/or  the  lapse of time  and/or a  relevant
           determination would constitute, a contravention of, or default under,
           any  applicable  law,  statute,  decree,  rule,  regulation,   order,
           judgment, injunction,  decree, resolution,  determination or award or
           any  agreement,  document  or  instrument  by  which it or any of its
           assets is bound or affected,  being a contravention  or default which
           affects or impedes, or would affect or impede, its ability to perform
           its obligations  under the terms of the FCC Transaction  Documents to
           which  it is a party  or  affects,  impedes  or  prohibits,  or would
           affect,  impede or prohibit,  the ability to assign or to collect the
           Transferred Receivables;

8.         Tax liabilities:  all necessary  returns have been delivered by it or
           on its behalf to the relevant  taxation  authorities and it is not in
           default in any material  respect in the payment of any Taxes,  and no
           material  claim is being  asserted with respect to Taxes which is not
           disclosed in its most recent financial statements;

9.         No litigation: there is no litigation,  arbitration or proceedings or
           administrative  request,  claim or action  before  any  jurisdiction,
           court, administration,  public body or governmental authority (unless
           contested  in good  faith by the  Servicer)  which are  currently  in
           progress  or pending  or, to its  knowledge,  imminent  against it or
           against any of its assets,  income or revenues  that,  if the outcome
           was  unfavourable,  would affect or impede its ability to perform its
           obligations under the terms of the FCC Transaction Documents to which
           it is a party or would  affect,  impede or  prohibit,  the ability to
           assign or to collect the Transferred Receivables;

10.        Accounts: its audited annual financial statements (as provided for by
           all applicable laws and regulations) covering the last financial year
           closed or its latest audited annual financial statements (as provided
           for by all applicable


                                    Page 71


           laws  and  regulations)  available  on the  Closing  Date  have  been
           prepared in accordance with the applicable accounting principles, and
           they  give a  true,  complete  and  fair  view  of its  results,  its
           activities and its financial  situation on the date  corresponding to
           the closing of the last financial year;

11.        Insolvency: it is not Insolvent;

12.        No Event of Default or Early Amortisation Event: no Servicer Event of
           Default or  Servicer  Early  Amortisation  Event has  occurred  or is
           continuing with respect to it;

13.        Licences:   it  has  all  necessary  licences  for  carrying  on  the
           enforcement  and collection of the Receivables and the performance of
           its obligations under the FCC Transaction Documents;

14.        Servicing  Procedures:  it has complied with the Servicing Procedures
           (in force at such time) in  relation  to the  administration  of each
           such Receivable to the date on which it is transferred hereunder;

15.        Custody  procedures:  it has  implemented  procedures  certifying the
           existence of the Transferred Receivables and the security, guarantees
           and collateral  thereto attached and their safe custody and that such
           Transferred  Receivables  are collected for the exclusive  benefit of
           the FCC;

16.        Securitisation   Programme:  it  knows  (i)  the  procedures  of  the
           Securitisation  Programme to the extent necessary for the performance
           of its obligations  under the FCC Transaction  Documents and (ii) the
           terms and conditions of the FCC Transaction  Documents as well as the
           Eliopee Liquidity Facility  Agreement,  even though it is not a party
           to this agreement and understands the consequences of this agreement;

17.        Economic and financial  interests:  the transactions  contemplated in
           the FCC  Transaction  Documents  to  which  it is a party  are in its
           economic and financial  interests,  and completing those transactions
           will not affect  its  financial  condition  as at the end of its last
           financial year; and

18.        Structured   group:   the   Servicers,   the   Sellers,   the  French
           Administrative Agent, the English Administrative Agent and the Parent
           Company form a structured group with a strategy common to each of the
           Servicers,  the Sellers, the French Administrative Agent, the English
           Administrative Agent and the Parent Company,  and the Servicers,  the
           Sellers, the French Administrative Agent, the English  Administrative
           Agent  and the  Parent  Company  have  close  capital  links.  To its
           knowledge,  completing  the  transactions  contemplated  in  the  FCC
           Transaction  Documents to which they are party,  and more  generally,
           the  Securitisation  Programme,  do not  prejudice  the  economic and
           financial balance between the respective  undertakings of each of the
           Servicers,  the Sellers, the French Administrative Agent, the English
           Administrative  Agent and the Parent  Company and those  transactions
           are entered  into with an  individual  corporate  benefit for each of
           them.


                                    Page 72


Each  representation  and each  warranty  listed in Part A of this Schedule 9 of
Appendix 1 and in Part A of Schedule 4 of the relevant  Seller's  Appendix shall
be (i)  expressly  repeated  on each  Information  Date  and (ii)  deemed  to be
repeated on each Transfer Date.

                                     Part B
                          Undertakings of the Servicers

On the Closing  Date,  subject to the  undertakings  listed in Schedule 4 of the
relevant  Seller's  Appendix,  which  may,  as the case may be,  supplement  the
undertakings  listed below, each Servicer  undertakes to the Management  Company
and the Custodian:

1.         Breach:  to promptly inform the Management  Company and the Custodian
           in writing upon the  occurrence  of any Servicer  Potential  Event of
           Default or Servicer Event of Default,  as soon as it becomes aware of
           such  Servicer  Potential  Event  of  Default  or  Servicer  Event of
           Default;

2.         Consents:  to obtain  and  maintain  all  authorisations,  approvals,
           consents,  agreements,  licences, exemptions and registrations and to
           make all filings or obtain all documents,  needed at any time for the
           purposes of:

           (a)       the   execution   and  delivery  of  the  FCC   Transaction
                     Documents,  and the performance of any of the  transactions
                     contemplated in the FCC Transaction Documents; and

           (b)       carrying  on  its  activities  (to  the  extent  that  such
                     authorisations,  approvals, consents, agreements, licences,
                     exemptions,   registrations,   filings  or  documents   are
                     necessary  for it to observe or to perform its  obligations
                     under the FCC Transaction Documents);

3.         Maintain  procedures:  to  establish,   maintain  and  implement  all
           necessary  accounting,  management  and  administrative  systems  and
           procedures  (including but not limited to the Servicing  Procedures),
           electronic  or  otherwise,   to  establish  and  maintain   accurate,
           complete,   reliable  and  up  to  date  information   regarding  the
           Transferred   Receivables   including,   but  not   limited  to,  all
           information contained in the Debtor Accounts,  the Individual Reports
           and the records relating to the relevant Collection Accounts;

4.         Accuracy  of  information:   to  procure  that  (i)  all  information
           contained in the Individual  Reports furnished by it or on its behalf
           under the FCC  Transaction  Documents  is accurate in all respects on
           the date that such  information  is stated or certified  and (ii) all
           other  information or reports  furnished by it or on its behalf under
           the FCC Transaction Documents is accurate in all material respects on
           the date that such information is stated or certified;

5.         Provision of financial statements:  to provide the Management Company
           certified copies of its annual financial  statements (as provided for
           by all applicable laws and regulations) audited and certified without
           qualifications  by its auditors as soon as they become available and,
           in any  event,  no later  than nine (9)  months  after the end of the
           financial year to which they relate,


                                    Page 73


           prepared in accordance with the applicable accounting principles, and
           giving a true, complete and fair view of the results,  activities and
           financial  situation  of  the  Servicer  at the  end of the  relevant
           financial period;

6.         Execution of obligations: to perform and comply with, in all material
           respects, on the due date and in full, all stipulations,  commitments
           and other  obligations to which it may be subject by the  Contractual
           Documents relating to the Transferred Receivables;

7.         Full compliance:  to fully comply in all respects,  in good faith and
           in a timely manner,  with the terms of the FCC Transaction  Documents
           to which it is a party;

8.         No creation of rights: not to create and not to allow for creation or
           continuation of any right  whatsoever  (including any right resulting
           from  a  seizure  or  enforcement)  encumbering  all or  part  of the
           Transferred  Receivables  or any  Collection  Account,  except if and
           where expressly permitted by the FCC Transaction Documents;

9.         No  action:  not to take any  initiative  or action in respect of the
           Transferred  Receivables,  the  Contractual  Documents or the Sale of
           Products which would affect, impede or prohibit the ability to assign
           or to collect the  Transferred  Receivables  in whole or in part,  or
           which could harm, in any way, the rights of the Management Company in
           the Transferred Receivables,  except if and where expressly permitted
           pursuant to the FCC Transaction Documents;

10.        No waiver: not to waive any right under the Contractual Documents and
           the Transferred Receivables,  unless in compliance with the Servicing
           Procedures  or with  the  prior  written  consent  of the  Management
           Company which shall not be unreasonably withheld;

11.        Detailed  information:  to hold detailed  information relating to any
           FCC Collection,  any New Dilutions, any Latent Anticipated Dilutions,
           any Unanticipated  Dilutions and any Consumed  Anticipated  Dilutions
           until the FCC Termination Date and to:

           (a)       allocate any FCC Collection,  any New Dilutions, any Latent
                     Anticipated Dilutions,  any Unanticipated Dilutions and any
                     Consumed Anticipated Dilutions to any Debtor Account within
                     two (2)  Business  Days  following  the receipt of the said
                     amounts;

           (b)       allocate  and  segregate  any  FCC   Collection,   any  New
                     Dilutions,    any   Latent   Anticipated   Dilutions,   any
                     Unanticipated   Dilutions  and  any  Consumed   Anticipated
                     Dilutions from the amounts  pertaining to other receivables
                     owned  by  the   relevant   Seller  and  from  the  amounts
                     pertaining  to the other  Transferred  Receivables,  at the
                     latest two (2) Business  Days  following the receipt of the
                     said amounts;

           (c)       allocate  and  segregate  any  FCC   Collection,   any  New
                     Dilutions,    any   Latent   Anticipated   Dilutions,   any
                     Unanticipated   Dilutions  and  any


                                    Page 74


                     Consumed Anticipated  Dilutions  in respect of any Eligible
                     Financing  Receivable  from  the amounts  pertaining to any
                     Non Eligible  Financing  Receivable  and vice versa, at the
                     latest two (2) Business  Days  following the receipt of the
                     said amounts; and

           (d)       provide such  information to the Management  Company within
                     two  (2)  Business   Days  upon  written   request  of  the
                     Management Company;

12.        Resources:  to  ensure  that  it has  adequate  personnel  and  other
           resources (including information technology facilities,  software and
           software  licences)  and it will allocate  office space,  facilities,
           equipment and staff sufficient to enable it to fulfil its obligations
           under the FCC Transaction Documents to which it is a party;

13.        Filings:  to  make  all  filings,  give  all  notices  and  make  all
           registrations  and other  notifications  required by, and will comply
           with any legal  requirements  in the  performance of its  obligations
           under,  this  Agreement  and the other FCC  Transaction  Documents to
           which it is a party;

14.        Offices, records and books of accounts: not to relocate or permit the
           relocation  of any office where records  relating to the  Transferred
           Receivables  are kept without  thirty (30) days' prior written notice
           to the  Management  Company,  provided  that if the records are to be
           moved  outside the  jurisdiction  of  incorporation  of the  relevant
           Servicer then all action by the Servicer which the Management Company
           reasonably  considers necessary or appropriate to maintain the rights
           of the Management  Company in the Transferred  Receivables shall have
           been duly taken;

15.        Co-operation:  to fully  co-operate  with the Management  Company and
           provide  it  with  such   information  and  assistance  as  it  shall
           reasonably require in order to keep all registers and prepare interim
           statements,  final  accounts  and all  returns  required by law or by
           relevant  regulatory  authorities  and to fully  co-operate  with the
           Management  Company and provide it with such  information in relation
           to the Transferred  Receivables and the operation of the transactions
           contemplated  in the  FCC  Transaction  Documents  as the  Management
           Company shall reasonably  require in order to discharge its functions
           and legal obligations;

16.        No amendment of the Servicing  Procedures:  other than in relation to
           those  policies  and  procedures  which are required by law or by any
           governmental body or regulatory authority:

           (a)       not to make any  significant  change  or  amendment  to the
                     Servicing  Procedures without the consent of the Management
                     Company; and

           (b)       not to adopt any significant  additional and/or alternative
                     policies  and   procedures   in  place  of  the   Servicing
                     Procedures  unless it  informs  the  Management  Company in
                     writing of any of the same, prior to their adoption,


                                    Page 75


           except if any such change,  amendment or  additional  and/alternative
           policies and procedures improve the Servicing Procedures;

17.        Holding of title:  to the extent that the Servicer  holds or there is
           held to its order or it  receives  or there is received to its order,
           any  property,  interest,  right,  title or benefit in respect of the
           Transferred   Receivables   and/or  the   proceeds  of  any  of  them
           (including,  without limitation, all moneys received,  whenever paid,
           in respect of, or referable to, such Transferred  Receivables and the
           relating Ancillary Rights),  to apply or account for the same only in
           accordance  with the  provisions in this  Agreement and the other FCC
           Transaction Documents to which it is a party and, until so applied or
           accounted for, to hold such moneys and such other property, interest,
           right, title or benefit for the benefit of the Management Company;

18.        General duties:

           (a)       to  give  assistance,  as  required  and  within  five  (5)
                     Business  Days after the receipt of a written  request from
                     the  Management  Company,  in providing or  delivering  any
                     item,  form or document and in carrying out any formalities
                     or any acts that might  reasonably be requested at any time
                     by  the  Management   Company,   in  order  to  enable  the
                     Management Company to exercise,  protect, keep in effect or
                     establish   proof  of  its   rights   to  the   Transferred
                     Receivables;

           (c)       if need be,  apply or  exercise  rights  held  against  any
                     person  in  order  to  enable  the  Management  Company  to
                     exercise  its  rights   arising  out  of  the   Transferred
                     Receivables,  to the  extent  and in  compliance  with  any
                     applicable laws and regulations, promptly after the receipt
                     of a written request from the Management Company; and

           (d)       subject  to  the  provisions  of  the  Collection   Account
                     Security  Agreement,  to hold any collection received by it
                     after the relevant  Transfer Date exclusively on behalf and
                     for the account of the Management Company;

19.        Other  undertaking:  to  perform  at its own  cost  and  expense  any
           reasonable  action,  for the account of the  Management  Company,  in
           relation  to a  negotiable  instrument,  a bill of  exchange,  a bank
           cheque,  a letter of credit or a similar  instrument  delivered  by a
           Debtor in respect of any Transferred  Receivable.  In addition,  upon
           the notification of the transfer of Receivables to the Debtors of the
           relevant  Seller,  the  Servicer  shall  endorse all such  negotiable
           instruments,  bills of exchange,  bank cheques,  letters of credit or
           similar instruments to the Management Company or, if such endorsement
           is technically impossible,  deliver to the Management Company any and
           all such  negotiable  instruments,  bills of exchange,  bank cheques,
           letters  of  credit  or  similar   instruments   in  respect  of  the
           Transferred  Receivables  and  generally  take  all  measures  deemed
           necessary by the Management  Company to preserve its rights under the
           Securitisation Transaction Documents;

20.        Indemnification - Non-performance:


                                    Page 76


           (a)       to indemnify the FCC or ensure that the FCC is  indemnified
                     for any costs,  damages,  losses,  expenses or  liabilities
                     (including,  but not  limited  to,  legal and out of pocket
                     expenses)  that are direct,  reasonable  and  justified and
                     suffered by the FCC as a result of any  non-performance  by
                     the  Servicer  of any of its  obligations  or breach or non
                     compliance of any of its representations or warranties made
                     under this Agreement; and

           (b)       to pay to the Management  Company,  at the latter's written
                     request,  without delay, set-off,  deduction or withholding
                     of any nature,  the entire  amount of such costs,  damages,
                     losses, expenses or liabilities,

           provided however,  that the relevant Servicer shall not be liable for
           any costs, damages,  losses, expenses or liabilities that result from
           the gross negligence  (faute grave) or wilful misconduct (dol) of the
           Management Company;

21.        Indemnification - Claims of third parties:

           (a)       to indemnify the FCC or ensure that the FCC is indemnified,
                     for any costs,  damages,  losses,  expenses or  liabilities
                     (including,  but not  limited  to,  legal and out of pocket
                     expenses)  that are direct,  reasonable  and  justified and
                     suffered by the FCC as a result of any action,  third party
                     notice,  counter  claim or claim of any nature  whatsoever,
                     filed by a Debtor  or a third  party on the  basis of or in
                     connection with the  Contractual  Documents or the Sales of
                     Products; and

           (b)       to pay to the Management  Company,  at the latter's written
                     request,  without any  set-off,  deduction  or  withholding
                     whatsoever,  the  entire  amount  of such  costs,  damages,
                     losses, expenses and liabilities,

           provided however,  that the relevant Servicer shall not be liable for
           any costs, damages,  losses, expenses or liabilities that result from
           the gross negligence  (faute grave) or wilful misconduct (dol) of the
           Management Company;

22.        Set-off:

           (a)       not to engage any action  which may give rise to a right of
                     the Debtor (or any third party) to set-off,  counter claim,
                     refund,  retention  or any  similar  right which could give
                     rise to any  deduction  whatsoever  or could  result in any
                     other  reason  for not  paying  any  amount  due  under the
                     Transferred  Receivables,  without the Management Company's
                     prior written consent; and

           (b)       to pay to the Management  Company,  at the latter's written
                     request,  without any  set-off,  deduction  or  withholding
                     whatsoever,  the  entire  amount  of  any  costs,  damages,
                     losses,  expenses or liabilities or damage that are direct,
                     reasonable  and  justified  and  suffered  by the  FCC as a
                     result of any action  contemplated in the above  Sub-clause
                     (a);


                                    Page 77


23.        Notifications:  to notify the Management  Company upon being notified
           of or becoming aware of the occurrence of any Event of Default;

24.        Designation and  identification:  to designate and identify (designer
           et  individualiser),  without any ambiguity on and after the relevant
           Transfer  Date and  until it is fully  repaid,  in its  computer  and
           accounting  systems  (including in the relevant  Debtor Account) each
           Transferred  Receivable (including each Eligible Financing Receivable
           and each Non Eligible Financing Receivable), all FCC Collections, all
           New Dilutions,  all Latent Anticipated  Dilutions,  all Unanticipated
           Dilutions  and all  Consumed  Anticipated  Dilutions  related to such
           Transferred  Receivables,  through the recording of each  Transferred
           Receivable relating to each Debtor;

25.        Deposits to Collection Accounts: to instruct all Debtors to remit all
           their  payments in respect of the  Transferred  Receivables  into the
           relevant  Collection  Account and if the Servicer  shall  receive any
           collections,  to promptly  (and in any event  within one (1) Business
           Day) deposit the same into the applicable Collection Account,  unless
           expressly provided to the contrary in the FCC Transaction Documents;

26.        Collection  Account  Ratio:  that,  on any  Payment  Date or Interest
           Payment Date  falling six (6) months  after the Servicer  enters into
           the Securitisation Programme, the Collection Account Ratio in respect
           of any relevant Collection Period shall not be less than 98%;

27.        Collection Ratio:  that, on any Payment Date or Interest Payment Date
           falling  six  (6)  months   after  the   Servicer   enters  into  the
           Securitisation  Programme,  the  Collection  Ratio in  respect of any
           relevant Collection Period shall not exceed 2%;

28.        Change in payment  instructions to Debtors: not to make any change in
           the instructions to Debtors regarding  payments to be made in respect
           of  the  Transferred  Receivables  or  payment  to  be  made  to  any
           Collection  Account  save to  notify  details  of any new  Collection
           Account opened in compliance with Clause 12.3; and

29.        Powers of  attorney:  not to revoke or attempt to revoke any power of
           attorney  granted by it in accordance with Clause 21 or Clause 22, as
           relevant,   unless  such   revocation   results  from  the  mandatory
           application of any applicable law.

Each undertaking listed in Part B of this Schedule 9 of Appendix 1 and in Part B
of Schedule 4 of the relevant  Seller's  Appendix  shall be (i) complied with at
all times from the Closing Date until the liabilities of the Servicer under this
Agreement and any of the FCC  Transaction  Documents to which it is a party have
been fully discharged,  (ii) expressly  confirmed as fully complied with on each
Information Date and (iii) deemed to be confirmed as fully complied with on each
Transfer Date.


                                    Page 78


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 10
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS COMMON TO THE ADMINISTRATIVE AGENTS

                                     Part A
           Representations and warranties of the Administrative Agents

On the Closing Date,  subject to the  representations  and warranties  listed in
Schedule 5 of the  relevant  Seller's  Appendix,  which may, as the case may be,
supplement the  representations and warranties listed below, each Administrative
Agent represents and warrants to the Management Company and the Custodian that:

1.         Status:  it is a company duly incorporated and validly existing under
           the laws of its jurisdiction of incorporation;

2.         Powers  and   authorisations:   all  corporate  actions,   approvals,
           consents,  notice  to or filing  with any  person  have  been  taken,
           fulfilled  and done in order to ensure the  execution,  delivery  and
           performance by it of the FCC  Transaction  Documents to which it is a
           party;

3.         Legal validity: subject to any insolvency laws and laws affecting the
           rights of creditors generally,  its obligations arising under the FCC
           Transaction  Documents  constitute,  or  when  executed  by  it  will
           constitute,  its legal,  valid and  binding  obligations  enforceable
           against it in accordance with their respective terms;

4.         Pari passu ranking:  its payment  obligations  under the terms of the
           FCC  Transaction  Documents  are  and  will  be  direct  and  general
           obligations  which  rank  pari  passu  with all its  other  unsecured
           obligations and liabilities, present or future, actual or contingent,
           save for unsecured  obligations and liabilities  accorded  preferably
           over its other unsecured  obligations and liabilities pursuant to any
           provision of the laws of its incorporation;

5.         Non-violation:  the  execution  and  delivery of the FCC  Transaction
           Documents  to  which  it is a  party,  and  the  performance  of  its
           obligations thereunder and of any of the transactions contemplated in
           any of them do not and will not  contravene,  breach or  constitute a
           default  under or  conflict  or be  inconsistent  with or cause to be
           exceeded any limitation on it or the powers of its directors  imposed
           by or contained in:

           (a)       any law, statute,  decree,  rule,  regulation or licence to
                     which it or any of its assets or  revenues is subject or of
                     any  order,  judgement,   injunction,  decree,  resolution,
                     determination  or  award  of any  court  or  any  judicial,
                     administrative,  or governmental  authority or organisation
                     which applies to it or any of its assets or revenues; or


                                    Page 79


           (b)       any agreement,  indenture,  mortgage,  deed of trust,  bond
                     issue or any material document, instrument or obligation to
                     which  it is a  party  or by  which  any of its  assets  or
                     revenues is bound or affected; or

           (c)       any   document   which   contains   or   establishes    its
                     constitution;

6.         Consents: it has obtained and maintained in full force and effect all
           authorisations, approvals, consents, agreements, licences, exemptions
           and  registrations and has made all filings or obtained all documents
           needed for the purposes of:

           (a)       the  execution  and the  delivery  of the  FCC  Transaction
                     Documents to which it is a party,  and the  performance  of
                     its obligations  thereunder and of any of the  transactions
                     contemplated in any of them; and

           (b)       carrying  on  its  activities  (to  the  extent  that  such
                     authorisations,  approvals, consents, agreements, licences,
                     exemptions,   registrations,   filings  or  documents   are
                     necessary  for it to observe or to perform its  obligations
                     under the FCC Transaction Documents);

7.         No default:  no event has occurred which  constitutes,  or which with
           the  giving of notice  and/or  the  lapse of time  and/or a  relevant
           determination would constitute, a contravention of, or default under,
           any  applicable  law,  statute,  decree,  rule,  regulation,   order,
           judgment, injunction,  decree, resolution,  determination or award or
           any  agreement,  document  or  instrument  by  which it or any of its
           assets is bound or affected,  being a contravention  or default which
           affects or impedes, or would affect or impede, its ability to perform
           its obligations  under the terms of the FCC Transaction  Documents to
           which  it is a party  or  affects,  impedes  or  prohibits,  or would
           affect,  impede or prohibit,  the ability to assign or to collect the
           Transferred Receivables;

8.         Tax liabilities:  all necessary  returns have been delivered by it or
           on its behalf to the relevant  taxation  authorities and it is not in
           default in any material  respect in the payment of any Taxes,  and no
           material  claim is being  asserted with respect to Taxes which is not
           disclosed in its most recent financial statements;

9.         No litigation: there is no litigation,  arbitration or proceedings or
           administrative  request,  claim or action  before  any  jurisdiction,
           court, administration,  public body or governmental authority (unless
           contested  in good  faith  by the  Administrative  Agent)  which  are
           currently  in  progress  or pending  or, to its  knowledge,  imminent
           against it or against any of its assets,  income or revenues that, if
           the outcome was  unfavourable,  would affect or impede its ability to
           perform  its  obligations  under  the  terms  of the FCC  Transaction
           Documents to which it is a party or would affect, impede or prohibit,
           the ability to assign or to collect the Transferred Receivables;

10.        Accounts: its audited annual financial statements (as provided for by
           all applicable


                                    Page 80


           laws and regulations)  covering the last financial year closed or its
           latest  audited annual  financial  statements (as provided for by all
           applicable laws and  regulations)  available on the Closing Date have
           been  prepared  in   accordance   with  the   applicable   accounting
           principles,  and they  give a true,  complete  and  fair  view of its
           results,  its  activities  and its  financial  situation  on the date
           corresponding to the closing of the last financial year;

11.        Insolvency: it is not Insolvent;

12.        No Event of Default or Early  Amortisation  Event: no  Administrative
           Agent Event of Default or  Administrative  Agent  Early  Amortisation
           Event has occurred or is continuing with respect to it;

13.        Securitisation   Programme:  it  knows  (i)  the  procedures  of  the
           Securitisation  Programme to the extent necessary for the performance
           of its obligations  under the FCC Transaction  Documents and (ii) the
           terms and conditions of the FCC Transaction  Documents as well as the
           Eliopee Liquidity Facility  Agreement,  even though it is not a party
           to this agreement and understands the consequences of this agreement;

14.        Economic and financial  interests:  the transactions  contemplated in
           the FCC  Transaction  Documents  to  which  it is a party  are in its
           economic and financial  interests,  and completing those transactions
           will not significantly  and adversely affect its financial  condition
           as at the end of its last financial year; and

15.        Structured  group:  the  French  Administrative  Agent,  the  English
           Administrative  Agent,  the  Sellers,  the  Servicers  and the Parent
           Company form a structured group with a strategy common to each of the
           French  Administrative  Agent, the English  Administrative Agent, the
           Sellers,  the  Servicers  and the  Parent  Company,  and  the  French
           Administrative Agent, the English  Administrative Agent, the Sellers,
           the Servicers and the Parent Company have close capital links. To its
           knowledge,  completing  the  transactions  contemplated  in  the  FCC
           Transaction  Documents to which they are party,  and more  generally,
           the  Securitisation  Programme,  do not  prejudice  the  economic and
           financial balance between the respective  undertakings of each of the
           French  Administrative  Agent, the English  Administrative Agent, the
           Sellers,  the Servicers and the Parent Company and those transactions
           are entered  into with an  individual  corporate  benefit for each of
           them.

Each  representation  and each warranty  listed in Part A of this Schedule 10 of
Appendix 1 and in Part A of Schedule 5 of the relevant  Seller's  Appendix shall
be (i)  expressly  repeated  on each  Information  Date  and (ii)  deemed  to be
repeated on each Transfer Date.

                                     Part B
                    Undertakings of the Administrative Agents

On the Closing  Date,  subject to the  undertakings  listed in Schedule 5 of the
relevant  Seller's  Appendix,  which  may,  as the case may be,  supplement  the
undertakings  listed


                                    Page 81


below, each  Administrative  Agent undertakes to the Management  Company and the
Custodian:

1.         Breach:  to promptly inform the Management  Company and the Custodian
           in writing upon the occurrence of any Administrative  Agent Potential
           Event of Default or Administrative Agent Event of Default, as soon as
           it becomes  aware of such  Administrative  Agent  Potential  Event of
           Default or Administrative Agent Event of Default;

2.         Consents:  to obtain  and  maintain  all  authorisations,  approvals,
           consents,  agreements,  licences, exemptions and registrations and to
           make all filings or obtain all documents,  needed at any time for the
           purposes of:

           (a)       the   execution   and  delivery  of  the  FCC   Transaction
                     Documents,  and the performance of any of the  transactions
                     contemplated in the FCC Transaction Documents; and

           (b)       carrying  on  its  activities  (to  the  extent  that  such
                     authorisations,  approvals, consents, agreements, licences,
                     exemptions,   registrations,   filings  or  documents   are
                     necessary  for it to observe or to perform its  obligations
                     under the FCC Transaction Documents);

3.         Information:  to deliver,  within five (5) Business Days of receiving
           such a request from the Management  Company or Custodian,  additional
           information  relevant  to  the  Transferred   Receivables  (including
           information  related  to  enforceability  or  collectability  of  the
           Transferred Receivables),  the Sellers, the Servicers, the Debtors or
           the Collection  Accounts as the  Management  Company or the Custodian
           may from time to time reasonably require for the performance of their
           obligations under the Securitisation Transaction Documents;

4.         Accuracy  of  information:   to  procure  that  (i)  all  information
           contained in the Computer Files,  the Transfer Files,  the Individual
           Reports and the  Consolidated  Reports  furnished by it under the FCC
           Transaction  Documents  is accurate in all  respects on the date that
           such   information   is  stated  or  certified  and  (ii)  all  other
           information or reports furnished by it or on its behalf under the FCC
           Transaction  Documents  is accurate in all  material  respects on the
           date that such information is stated or certified;

5.         Provision of financial statements:  to provide the Management Company
           certified copies of its annual financial  statements (as provided for
           by all applicable laws and regulations) audited and certified without
           qualifications  by its auditors as soon as they become available and,
           in any  event,  no later  than nine (9)  months  after the end of the
           financial year to which they relate,  prepared in accordance with the
           applicable  accounting  principles,  and giving a true,  complete and
           fair view of the results,  activities and financial  situation of the
           Administrative Agent at the end of the relevant financial period;


                                    Page 82


6.         Full compliance:  to fully comply in all respects,  in good faith and
           in a timely manner,  with the terms of the FCC Transaction  Documents
           to which it is a party;

7.         Co-operation:  to fully  co-operate  with the Management  Company and
           provide  it  with  such   information  and  assistance  as  it  shall
           reasonably require in order to keep all registers and prepare interim
           statements,  final  accounts  and all  returns  required by law or by
           relevant  regulatory  authorities  and to fully  co-operate  with the
           Management  Company and provide it with such  information in relation
           to the Transferred  Receivables and the operation of the transactions
           contemplated  in the  FCC  Transaction  Documents  as the  Management
           Company  shall  reasonably   require  in  order  to  discharge  their
           functions and legal obligations;

8.         Filings:  to  make  all  filings,  give  all  notices  and  make  all
           registrations  and other  notifications  required by, and will comply
           with any legal  requirements  in the  performance of its  obligations
           under,  this  Agreement  and the other FCC  Transaction  Documents to
           which it is a party;

9.         Indemnification - Non-performance:

           (a)       to indemnify the FCC or ensure that the FCC is  indemnified
                     for any costs,  damages,  losses,  expenses or  liabilities
                     (including,  but not  limited  to,  legal and out of pocket
                     expenses)  that are direct,  reasonable  and  justified and
                     suffered by the FCC as a result of any  non-performance  by
                     the   French    Administrative   Agent   or   the   English
                     Administrative Agent of any of its obligations or breach or
                     non compliance of any of its  representations or warranties
                     made under this Agreement; and

           (b)       to pay to the Management  Company,  at the latter's written
                     request,  without delay, set-off,  deduction or withholding
                     of any nature,  the entire  amount of such costs,  damages,
                     losses, expenses or liabilities,

           provided however, that the relevant Administrative Agent shall not be
           liable for any costs, damages,  losses,  expenses or liabilities that
           result from the gross negligence  (faute grave) or wilful  misconduct
           (dol) of the Management Company; and

10.        Notifications:  to notify the Management  Company upon being notified
           of or becoming aware of the occurrence of any Event of Default.

Each undertaking  listed in Part B of this Schedule 10 of Appendix 1 and in Part
B of Schedule 5 of the relevant  Seller's Appendix shall be (i) complied with at
all times  from the  Closing  Date until the  liabilities  of each of the French
Administrative  Agent and the English  Administrative Agent under this Agreement
and any of the FCC Transaction  Documents to which it is a party have been fully
discharged,  (ii) expressly confirmed as fully complied with on each Information
Date and (iii) deemed to be confirmed as fully  complied  with on each  Transfer
Date.


                                    Page 83


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 11
   REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT COMPANY AND THE CUSTODIAN

                                     Part A
            Representations and warranties of the Management Company

On the Closing Date, the Management Company represents and warrants to the other
parties to this Agreement, that:

1.         Status: it is a French societe anonyme, duly incorporated and validly
           existing  under the law of France and  licensed by the  Autorite  des
           marches  financiers  as a  management  company  of fonds  communs  de
           creances under Regulation no. 94-01 of 9 March 1994 (as amended);

2.         Consents:  it has  the  power  to own its  assets  and  carry  on its
           business as it is being conducted;

3.         Powers and  authorisations:  it has the power to enter into,  perform
           and deliver,  and has taken all  necessary  action to  authorise  its
           entry  into,   performance   and  delivery  of,  any   Securitisation
           Transaction  Document  to  which it is a party  and the  transactions
           contemplated thereunder; and

4.         Legal validity: the obligations expressed to be assumed by it in this
           Agreement and in any Securitisation  Transaction Document to which it
           is a party are, subject to any insolvency laws and laws affecting the
           rights of creditors generally,  legal, valid, binding and enforceable
           obligations.

                                     Part B
                 Representations and warranties of the Custodian

On the Closing Date, the Custodian  represents and warrants to the other parties
to this Agreement, that:

1.         Status: it is a French societe anonyme, duly incorporated and validly
           existing under the law of France and licensed in France by the Comite
           des Etablissements de Credit et des Entreprises d'Investissement as a
           credit institution (etablissement de credit);

2.         Consents:  it has  the  power  to own its  assets  and  carry  on its
           business as it is being conducted;

3.         Powers and  authorisations:  it has the power to enter into,  perform
           and deliver,  and has taken all  necessary  action to  authorise  its
           entry  into,   performance   and  delivery  of,  any   Securitisation
           Transaction  Document  to  which it is a party  and the  transactions
           contemplated thereunder; and


                                    Page 84


4.         Legal validity: the obligations expressed to be assumed by it in this
           Agreement and in any Securitisation  Transaction Document to which it
           is a party are, subject to any insolvency laws and laws affecting the
           rights of creditors generally,  legal, valid, binding and enforceable
           obligations.

Each  representation  and each warranty listed in this Schedule 11 of Appendix 1
shall be deemed to be repeated on each Transfer Date.


                                    Page 85


                                   APPENDIX 1
                                COMMON SCHEDULES
                                  SCHEDULE  12
              POTENTIAL  EVENTS OF  DEFAULT  COMMON TO ALL  SELLERS,  SERVICERS,
                    ADMINISTRATIVE AGENTS AND PARENT COMPANY

                                     Part A
      Seller, Servicer, Administrative Agent and Parent Company Potential
                               Events of Default

Each of the following events shall constitute a Seller, Servicer, Administrative
Agent or Parent Company Potential Event of Default as applicable and the Parties
acknowledge that in the FCC Transaction  Documents, a Potential Event of Default
by a Seller may be referred  to as a Seller  Potential  Event of  Default,  by a
Servicer as a Servicer Potential Event of Default, by an Administrative Agent as
an Administrative  Agent Potential Event of Default and by the Parent Company as
a Parent Company Potential Event of Default:

1.         Breach  of  obligations:   any  failure  by  the  Seller,   Servicer,
           Administrative  Agent or Parent Company to comply with or perform any
           of its  undertakings and its other  obligations  (other than those in
           respect  of  which  a  failure   constitutes   a  Seller,   Servicer,
           Administrative Agent or Parent Company Event of Default) under any of
           the FCC Transaction Documents to which it is a party; or

2.         Misrepresentation:  any representation or warranty made (or deemed to
           have been  made) by the  Seller,  Servicer,  Administrative  Agent or
           Parent  Company  (other  than  those in  respect  of  which  Clause 6
           (Failure to conform to the  Eligibility  Criteria) is  applicable) in
           any of the FCC Transaction Documents to which it is a party proves to
           have been  incorrect or inaccurate  when made (or deemed to have been
           made); or

3.         Invalidity:  subject to Clause 29,  any  provision  of any of the FCC
           Transaction  Documents  is or  becomes,  for any  reason,  invalid or
           unenforceable; or

4.         Material  adverse  event:  any event or series of events  (other than
           those referred to in Sub-clauses (1), (2) or (3) above) occurs,

and which, in all cases set out in Sub-clauses (1), (2), (3) or (4) above and in
the Management Company's reasonable opinion:

(a)        results  in, or is likely to give rise to, a default of the FCC's own
           obligations, undertakings, representations or warranties under any of
           the FCC Transaction Documents to which it is a party; or

(b)        affects,  or is likely to affect,  significantly  the  ability of the
           relevant Seller, Servicer,  Administrative Agent or Parent Company to
           perform its  obligations


                                    Page 86


           under the terms of this Agreement or under any other FCC  Transaction
           Documents to which it is a party; or

(c)        affects, or is likely to affect,  significantly the recoverability of
           the Transferred Receivables; or

(d)        entails, or is likely to entail, the downgrading of the rating of the
           BT Programme  assigned by Moody's  below P-1 or the putting on credit
           watch with negative implication of this rating.

                                     Part B
Consequences  of a Seller,  Servicer,  Administrative  Agent and Parent  Company
                           Potential Event of Default

Upon the  occurrence  of any Seller,  Servicer,  Administrative  Agent or Parent
Company  Potential Event of Default referred to in Part A of this Schedule 12 of
Appendix 1 in respect of any Seller,  Servicer,  Administrative  Agent or Parent
Company, as applicable:

(a)        the first party to the FCC Transaction  Documents to be aware of such
           Seller,  Servicer,  Administrative  Agent or Parent Company Potential
           Event of  Default  shall  immediately  notify  the  relevant  Seller,
           Servicer or the Parent Company as well as the Management Company, the
           Custodian and the relevant  Administrative Agent of the occurrence of
           such  Seller,  Servicer,   Administrative  Agent  or  Parent  Company
           Potential Event of Default;

(b)        the Consultation  Period relating to the relevant  Seller,  Servicer,
           Administrative Agent or Parent Company shall immediately start;

(c)        with  respect  to a Seller  Potential  Event  of  Default  only,  the
           relevant  Seller (but not any other  Seller) shall not be entitled to
           make any  additional  Individual  Transfer  Offers and the Management
           Company  shall  not  be  entitled  to  accept  any  existing  or  new
           Individual  Transfer  Offer  from  such  Seller  until the end of the
           Consultation  Period  relating to such Seller and  provided  that the
           said Consultation Period does not end into a Seller Event of Default;

(d)        with respect to an  Administrative  Agent  Potential Event of Default
           only, no Seller having  appointed the relevant  Administrative  Agent
           (but not any other Seller)  shall be entitled to make any  Individual
           Transfer  Offer and the  Management  Company shall not be entitled to
           accept any existing or new Consolidated  Transfer Offer or Individual
           Transfer  Offers  from such  Administrative  Agent (but not the other
           Administrative  Agent)  until  the  end  of the  Consultation  Period
           relating to the relevant  Administrative  Agent and provided that the
           said Consultation  Period does not end into an  Administrative  Agent
           Event of Default; and

(e)        with respect to a Parent Company  Potential Event of Default only, no
           Seller shall be entitled to make any  Individual  Transfer  Offer and
           the  Management  Company shall not be entitled to accept any existing
           or new Consolidated


                                    Page 87


           Transfer Offer or Individual Transfer Offers from all Sellers and the
           Administrative  Agents  until  the  end  of the  Consultation  Period
           relating  to  the  Parent   Company  and   provided   that  the  said
           Consultation  Period  does  not end into a  Parent  Company  Event of
           Default.


                                    Page 88


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 13
EVENTS  OF  DEFAULT  AND  EARLY  AMORTISATION  EVENTS  COMMON  TO  ALL  SELLERS,
              SERVICERS, ADMINISTRATIVE AGENTS AND PARENT COMPANY

                                     Part A
Seller, Servicer,  Administrative Agent and Parent Company Events of Default and
                           Early Amortisation Events

Each  of the  events  mentioned  in  Sub-clauses  (1) to  (10) in Part A of this
Schedule 13 of Appendix 1 shall  constitute a Seller,  Servicer,  Administrative
Agent  or  Parent  Company  Event  of  Default  as  applicable  and the  Parties
acknowledge  that in the FCC  Transaction  Documents,  an Event of  Default by a
Seller may be  referred  to as a Seller  Event of  Default,  by a Servicer  as a
Servicer Event of Default, by an Administrative Agent as an Administrative Agent
Event of Default and by the Parent Company as a Parent Company Event of Default.
The  events  mentioned  in  Sub-clause  (11) in Part A of  this  Schedule  13 of
Appendix 1 shall constitute a Seller,  Servicer,  Administrative Agent or Parent
Company Early Amortisation Event as applicable and the Parties  acknowledge that
in the FCC Transaction Documents, an Early Amortisation Event by a Seller may be
referred to as a Seller Early  Amortisation  Event,  by a Servicer as a Servicer
Early Amortisation Event, by an Administrative  Agent as an Administrative Agent
Early  Amortisation  Event and by the Parent  Company as a Parent  Company Early
Amortisation  Event.  The event  mentioned in Sub-clause  (12) in Part A of this
Schedule 13 of Appendix 1 shall constitute a Parent Company Event of Default.

1.         Failure to pay: the Seller, Servicer,  Administrative Agent or Parent
           Company fails to pay any amount due under any of the FCC  Transaction
           Documents  to which it is a party on the due date,  except where such
           failure  arises solely from  technical  failure in the banking system
           unrelated  to it and where the amount in  question is paid within two
           (2) Business Days of the due date.

2.         Change of business:  the Seller,  Servicer,  Administrative  Agent or
           Parent Company  changes or threatens to change the nature or scope of
           its business,  suspends or threatens to suspend all or  substantially
           all  of  its  business  operations  which  it  now  conducts,  or any
           governmental  authority  expropriates or threatens to expropriate all
           or part of its  assets  and in the  Management  Company's  reasonable
           opinion, such event:

           (a)        results in, or is likely to give rise to, a default of the
                      FCC's own obligations,  undertakings,  representations  or
                      warranties  under any of the FCC Transaction  Documents to
                      which it is a party; or

           (b)        affects, or is likely to affect significantly, the ability
                      of the relevant Seller, Servicer,  Administrative Agent or
                      Parent Company to perform its obligations  under the terms
                      of this  Agreement  or under  any  other  FCC  Transaction
                      Documents to which it is a party; or


                                    Page 89


           (c)        affects,  or  is  likely  to  affect,   significantly  the
                      recoverability of the Transferred Receivables; or

           (d)        entails,  or is likely to entail,  the  downgrading of the
                      rating of the BT Programme  assigned by Moody's  below P-1
                      or the putting on credit watch with  negative  implication
                      of this rating.

3.         Insolvency:  the  Seller,  Servicer,  Administrative  Agent or Parent
           Company is Insolvent.

4.         Effectiveness  of transfer:  the validity of the sale and transfer of
           the Transferred  Receivables  between the relevant Seller and the FCC
           or the enforceability of the same against any third party,  including
           the relevant  Debtors,  is challenged on serious legal grounds by any
           person or  entity  (including  the  relevant  Seller,  the FCC or the
           Debtors).

5.         Seller,  Servicer,  Administrative  Agent or Parent Company Potential
           Event of Default: at the end of a Consultation Period relating to the
           relevant entity, a Seller,  Servicer,  Administrative Agent or Parent
           Company  Potential  Event of Default has not been remedied within the
           relevant    Consultation   Period   to   the   Management   Company's
           satisfaction.

6.         Change of control:  the  Seller,  Servicer,  Administrative  Agent or
           Parent Company ceases to be part of the Crown Group.

7.         Absence of transfer:  the Seller,  having already transferred some of
           its  Eligible  Receivables  to the FCC,  has not offered for sale and
           transfer Eligible Receivables on three (3) successive Transfer Dates,
           for any reason whatsoever.

8.         Cross   default:   any   indebtedness   of  the   Seller,   Servicer,
           Administrative  Agent or Parent Company  aggregating fifty million US
           dollars ($50,000,000.00) (or the euro equivalent thereof) becomes due
           or capable of being declared due before its stated maturity or is not
           paid on maturity or on demand (if so  payable),  or, in the case of a
           guarantee, is not discharged at maturity or when called.

9.         French Sellers Auditor's Certificate:  the Management Company has not
           received,  within  forty-five  (45) days after the Closing Date, in a
           form  and  substance  satisfactory  to  the  Management  Company,  an
           Auditor's  Certificate  in respect of the French  Sellers in the form
           set out Schedule 6 of Appendix 2.

10.        Parent Company Auditor's Certificate:  the Management Company has not
           received,  within  forty-five  (45) days after the Closing Date, in a
           form  and  substance  satisfactory  to  the  Management  Company,  an
           Auditor's  Certificate  in respect of the Parent  Company in the form
           set out Schedule 22 of Appendix 1.

11.        Tax  Deductions  and  Supplementary  Costs:  the  Seller,   Servicer,
           Administrative  Agent  or  Parent  Company  does  not  wish or is not
           entitled  to


                                    Page 90


           bear,  under  applicable  law, all or part of the Tax  Deductions  or
           Supplementary   Costs  as  provided   under  the  Agreement   Amongst
           Participating Entities or the Guarantee Agreement, as applicable.

12.        Secondary Financial Covenant: the Secondary Financial Covenant is not
           met.

                                     Part B
Consequences of a Seller, Servicer, Administrative Agent or Parent Company Event
                     of Default or Early Amortisation Event

The occurrence of any Seller,  Servicer,  Administrative Agent or Parent Company
Event of  Default  or Early  Amortisation  Event  referred  to in Part A of this
Schedule  13 of Appendix 1 in respect of any  Seller,  Servicer,  Administrative
Agent or Parent Company shall have the following consequences as applicable:

(a)        With   respect  to  a  Seller   Event  of  Default  or  Seller  Early
           Amortisation  Event,  the relevant  Seller (but not any other Seller)
           shall not be  entitled  to make any  additional  Individual  Transfer
           Offers and the Management Company shall not be entitled to accept any
           existing or new Individual Transfer Offers from such Seller.

(b)        With   respect  to  a  Seller   Event  of  Default  or  Seller  Early
           Amortisation  Event,  the Seller  Termination Date in relation to the
           relevant  Seller shall occur and the relevant  Seller shall exit from
           the Securitisation  Programme and shall cease permanently to have the
           status of Seller  with  effect  from such  Seller  Termination  Date,
           except that the representations,  warranties and undertakings of that
           Seller  shall  survive  for so long as there  continues  to exist any
           obligations of such Seller.

(c)        With  respect to a Seller  Event of  Default,  except if such  Seller
           Event of Default  occurs as a result of Sub-clause 7 of the Part A of
           this  Schedule  13 of Appendix  1, the  provisions  of Clause 8 shall
           apply and the  Management  Company  and/or the Back-Up  Servicer  may
           serve on any Debtor of the said  Seller (but not on any Debtor of the
           other  Sellers) a written  Notice of Transfer in accordance  with the
           said Clause 8.

(d)        With  respect  to a  Servicer  Event of  Default  or  Servicer  Early
           Amortisation Event, the Servicer  Termination Date in relation to the
           relevant  Servicer  shall occur and the relevant  Servicer shall exit
           from the Securitisation Programme and shall cease permanently to have
           the status of Servicer  with effect  from such  Servicer  Termination
           Date, except that the representations, warranties and undertakings of
           that Servicer  shall survive for so long as there  continues to exist
           any obligations of such Servicer.

(e)        With respect to a Servicer Event of Default, the provisions of Clause
           20 shall apply and the Management  Company may at once or at any time
           subsequently  terminate the appointment of the relevant  Servicer and
           substitute the Back-Up Servicer to the relevant Servicer.


                                    Page 91


(f)        With  respect  to  an  Administrative   Agent  Event  of  Default  or
           Administrative  Agent Early  Amortisation  Event, the  Administrative
           Agent  Termination  Date  shall  occur.  As  a  consequence  of  such
           Administrative  Agent Termination  Date, the Seller  Termination Date
           and the  Servicer  Termination  Date in  relation  to the Sellers and
           Servicers  having appointed the relevant  Administrative  Agent shall
           occur on the  same  day  and,  as a  result,  the  said  Sellers  and
           Servicers  shall  exit from the  Securitisation  Programme  and shall
           cease  permanently  to have the status of Sellers and Servicers  with
           effect from the said Seller Termination Date and Servicer Termination
           Date, except that the representations, warranties and undertakings of
           the  said   Sellers  and   Servicers   (and  those  of  the  relevant
           Administrative Agent) shall survive for so long as there continues to
           exist any  obligations  of any Seller or Servicer (or of the relevant
           Administrative Agent).

(g)        With  respect  to  an  Administrative   Agent  Event  of  Default  or
           Administrative  Agent  Early  Amortisation  Event,  no Seller  having
           appointed the relevant Administrative Agent shall be entitled to make
           any more Individual  Transfer Offers and the Management Company shall
           not be entitled to accept any  existing  or new  Individual  Transfer
           Offers from such  Sellers or  Consolidated  Transfer  Offers from the
           relevant  Administrative  Agent,  irrespective  of  whether  or not a
           Seller  Potential  Event of Default,  a Seller  Event of Default or a
           Seller Early Amortisation Event has occurred.

(h)        With  respect  to an  Administrative  Agent  Event  of  Default,  the
           provisions of Clause 20 shall apply and the Management Company may at
           once or at any time substitute the Back-Up  Servicer to the Servicers
           having appointed the relevant Administrative Agent (but not any other
           Servicer).

(i)        With  respect  to an  Administrative  Agent  Event  of  Default,  the
           provisions of Clause 8 shall apply and the Management  Company and/or
           the Back-Up  Servicer  may serve on any Debtor of the Sellers  having
           appointed the relevant Administrative Agent (but not on any Debtor of
           the other  Sellers) a written  Notice of Transfer in accordance  with
           the said Clause 8.

(j)        With respect to a Parent  Company Event of Default or Parent  Company
           Early Amortisation  Event, the Parent Company  Termination Date shall
           occur. As a consequence of such Parent Company  Termination Date, the
           Administrative  Agent Termination  Date, the Seller  Termination Date
           and the Servicer  Termination Date in relation to all  Administrative
           Agents, all Sellers and all Servicers respectively shall occur on the
           same day and, as a result,  the said  Sellers and the said  Servicers
           shall  exit  from  the   Securitisation   Programme  and  they  cease
           permanently  to have the status of Sellers and Servicers  with effect
           from the said Seller Termination Date and Servicer  Termination Date,
           except that the  representations,  warranties and undertakings of the
           said Sellers and the said Servicers (and those of the  Administrative
           Agents)  shall  survive for so long as there  continues  to exist any
           obligations  of any Seller or any Servicer (or of the  Administrative
           Agents).


                                    Page 92


(k)        With respect to a Parent  Company Event of Default or Parent  Company
           Early  Amortisation  Event,  no Seller  shall be entitled to make any
           more Individual  Transfer Offers and the Management Company shall not
           be entitled to accept any existing or new Individual  Transfer Offers
           from  all   Sellers  or   Consolidated   Transfer   Offers  from  the
           Administrative  Agents,  irrespective  of  whether  or  not a  Seller
           Potential Event of Default, a Seller Event of Default, a Seller Early
           Amortisation  Event,  an  Administrative  Agent  Potential  Event  of
           Default,   an   Administrative   Agent   Event  of   Default   or  an
           Administrative Agent Early Amortisation Event has occurred.

(l)        With respect to a Parent Company Event of Default,  the provisions of
           Clause 20 shall  apply and the  Management  Company may at once or at
           any time substitute the Back-Up Servicer to all Servicers.

(m)        With respect to a Parent  Company  Event of Default,  the  Management
           Company  (or the  Back-Up  Servicer)  shall be entitled to notify any
           Debtors of all Sellers, in accordance with Clause 8.

                                     Part C
                          Receivables Event of Default

The event  mentioned in Sub-clause (1) in Part C of this Schedule 13 of Appendix
1 shall constitute a Receivables Event of Default.

1. Receivables trigger event: a Receivables Event occurs.

                                     Part D
                 Consequences of a Receivables Event of Default

The occurrence of a Receivables  Event of Default  referred to in Part C of this
Schedule 13 of Appendix 1 shall have the following consequences:

(a)        The   Parent   Company   Termination   Date   shall   occur  and  the
           Administrative  Agent Termination  Date, the Seller  Termination Date
           and the Servicer  Termination Date in relation to all  Administrative
           Agents, all Sellers and all Servicers respectively shall occur on the
           same day and, as a result,  the said  Sellers and the said  Servicers
           shall  exit  from  the   Securitisation   Programme  and  they  cease
           permanently  to have the status of Sellers and Servicers  with effect
           from the said Seller Termination Date and Servicer  Termination Date,
           except that the  representations,  warranties and undertakings of the
           said Sellers and the said Servicers (and those of the  Administrative
           Agents)  shall  survive for so long as there  continues  to exist any
           obligations  of any Seller or any Servicer (or of the  Administrative
           Agents).

(b)        No Seller  shall be  entitled  to make any more  Individual  Transfer
           Offers and the Management Company shall not be entitled to accept any
           existing  or new  Individual  Transfer  Offers  from all  Sellers  or
           Consolidated   Transfer  Offers  from  the   Administrative   Agents,
           irrespective of whether or not a Seller Potential Event of Default, a
           Seller  Event of  Default,  a Seller  Early  Amortisation  Event,  an
           Administrative  Agent Potential Event of Default,  an


                                    Page 93


           Administrative  Agent  Event of  Default or an  Administrative  Agent
           Early Amortisation Event has occurred.

(c)        The  provisions of Clause 20 shall apply and the  Management  Company
           may at once or at any time  substitute  the  Back-Up  Servicer to all
           Servicers.

(d)        The Management Company (or the Back-Up Servicer) shall be entitled to
           notify any Debtors of all Sellers, in accordance with Clause 8.


                                    Page 94


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 14
                            FORM OF INDIVIDUAL REPORT




The Individual and Consolidated  Reports will provide aggregated  information of
the  portfolio  taking  into  account  various  events that do not appear in the
Computer Files. Report files will be Excel files with the following constraints:

o          Only one worksheet per file;

o          Reporting data, ageing balances and  concentration  information shall
           be in 3 different files; and

o          All columns must be identical in a worksheet,  i.e.  column of data /
           column of labels.

1.         File name

Each originator should provide 3 different files:

o          aggregate (REP);

o          ageing balances (AGB); and

o          concentration (CCN).

Each  file  should  be  named  on  the  following   format:   [Originator]_[File
Type]_[Date]_[Time].xls,

>>         Originator being Originator BNP Paribas (BNPP) id,

>>         File type being "REP", "AGB" or "CCN",

>>         Date being the Information Date in the format "YYYYMMDD", and

>>         Time being the timestamp of the file in the format "HHMMSSS".

For example,  a new  originator  called  "SMITH  France"  identified  at BNPP as
0123456789 may send on the information date 10 of July 2004 the following files:

(0123456789_REP_20040710_1123568.xls)
(0123456789_AGB_20040710_1123568.xls)
(0123456789_CCN_20040710_1123568.xls)

2.         File format

All  spreadsheets  will  have the same  layout  structure  (either  vertical  or
horizontal):


                                    Page 95


- -          Column 1:           Data Id (Letters are fixed and common to ALL
                               transactions),
- -          Column 2:           Data label,
- -          Column 3:           Formula or input mode,
- -          Column 4 to n:      Corresponding value(s).

Should the  information  be provided both at an originator  and at Debtors Group
levels,  they will  appear on  several  columns in the same  worksheet.  For the
originator level, the cells Debtor group Id will be empty.

Format:

- ------- ------------------------------- ------------- ---------------------
1       Originator Id                   Input         0123456789
- ------- ------------------------------- ------------- ---------------------

3.         File type

3.1        Aggregate File

The aggregate files provides  reporting data related to each Cut-Off Period such
as consolidated amount of Invoices, dilutions, and repurchased Receivables.



                                    Page 96




                                                                                 
 -------------------------------------------------------------------------------------------------------------------
   I                   REPORTING IDENTIFICATION
 -------------------------------------------------------------------------------------------------------------------
   A   Originator BNPP Id                                                              input
 -------------------------------------------------------------------------------------------------------------------
   A'  Originator Name                                                                 input
 -------------------------------------------------------------------------------------------------------------------
   B   Debtor Group Id                                                                 input
 -------------------------------------------------------------------------------------------------------------------
   B'  Debtor Group Name                                                               input
 -------------------------------------------------------------------------------------------------------------------
   C   Cut-Off Period Reference                                                        input
 -------------------------------------------------------------------------------------------------------------------
   D   Cut Off Date                                                                    input
 -------------------------------------------------------------------------------------------------------------------
   E   Number of new receivables                                                       input
 -------------------------------------------------------------------------------------------------------------------
   F   Currency (Iso Code)                                                             input
 -------------------------------------------------------------------------------------------------------------------

 -------------------------------------------------------------------------------------------------------------------
  II                  OUTSTANDING RECEIVABLES STOCK
 -------------------------------------------------------------------------------------------------------------------
  G    OUSTANDING RECEIVABLES ON N - 1                                                 =M [N-1]
 -------------------------------------------------------------------------------------------------------------------
  H    [-] Receivables stock events                                                    =H.1 + H.2 - H.3 + H.4
 -------------------------------------------------------------------------------------------------------------------
  H.1  Allocated cash collections                                                      input
 -------------------------------------------------------------------------------------------------------------------
  H.2  New dilutions flow                                                              =R - T + V
 -------------------------------------------------------------------------------------------------------------------
  H.3  New receivables with returned payment (flow)                                    input
 -------------------------------------------------------------------------------------------------------------------
  H.4  Unapplied Cash allocated during the period                                      input
 -------------------------------------------------------------------------------------------------------------------
  I    [=] OUSTANDING RECEIVABLES BEFORE TRANSFER                                      =G-H
 -------------------------------------------------------------------------------------------------------------------
  J    [+] New receivables                                                             input
 -------------------------------------------------------------------------------------------------------------------
  K    [=] OUSTANDING RECEIVABLES AFTER TRANSFER                                       =I+J
 -------------------------------------------------------------------------------------------------------------------
  L    [-] Total Repurchased or Affected Receivables:                                  input
 -------------------------------------------------------------------------------------------------------------------
  M    [=] OUSTANDING RECEIVABLES AFTER TRANSFER AND REPURCHASE                        =K-L
 -------------------------------------------------------------------------------------------------------------------
  N    Outstanding receivables non eligible for financing                              =N.1 + N.2 + N.3+ N.4
 -------------------------------------------------------------------------------------------------------------------
  N.1  Outstanding receivables overdue > 90 days                                       =W4 + W5 + W6
 -------------------------------------------------------------------------------------------------------------------
  N.2  Outstanding receivables with returned payments overdue <= 90 days               input
 -------------------------------------------------------------------------------------------------------------------
  N.3  Outstanding receivables from insolvent debtor overdue <= 90 days                input
 -------------------------------------------------------------------------------------------------------------------
  N.4  Outstanding receivables which maturity date> 120 days                           input
 -------------------------------------------------------------------------------------------------------------------
  O    Outstanding receivables eligible for financing                                  =M - N
 -------------------------------------------------------------------------------------------------------------------
  P    New defaulted receivables                                                       =P.1 + P.2 + P.3
 -------------------------------------------------------------------------------------------------------------------
  P.1  Outstanding receivables overdue [91-120]                                        =W4 + W5
 -------------------------------------------------------------------------------------------------------------------
  P.2  Flow of receivables with returned payment, overdue <= 90 days                   input
 -------------------------------------------------------------------------------------------------------------------
  P.3  Flow of receivables from insolvent debtor overdue <= 90 days                    input
 -------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
 III                    OUTSTANDING DILUTIONS STOCK
- --------------------------------------------------------------------------------------------------------------------
  Q    OUTSTANDING DILUTIONS ON N - 1                                                  =U [N-1]
- --------------------------------------------------------------------------------------------------------------------
  R    [+] New dilutions                                                               =R.1 + R.2 + R.3 + R.4 + R.5
- --------------------------------------------------------------------------------------------------------------------
  R.1  Credit Notes                                                                    input
- --------------------------------------------------------------------------------------------------------------------
  R.2  Returnable Packaging                                                            input
- --------------------------------------------------------------------------------------------------------------------
  R.3  Cancel and replace on the same day                                              input
- --------------------------------------------------------------------------------------------------------------------
  R.4  Rebates                                                                         input
- --------------------------------------------------------------------------------------------------------------------
  R.5  Returns                                                                         input
- --------------------------------------------------------------------------------------------------------------------
  S    [=] OUTSTANDING DILUTIONS AFTER TRANSFER                                        =Q + R
- --------------------------------------------------------------------------------------------------------------------
  T    [+] Dilutions stock events                                                      =T.1 + T.2 + T.3
 -------------------------------------------------------------------------------------------------------------------
 T.1   Allocated anticipated dilutions                                                 input
 -------------------------------------------------------------------------------------------------------------------
 T.2   Allocated dilutions with non transferred receivables                            input
 -------------------------------------------------------------------------------------------------------------------
 T.3   Dilutions directly paid by Crown group                                          input
- --------------------------------------------------------------------------------------------------------------------
  U    [=] DILUTIONS AFTER TRANSFER AND EVENTS                                         =S - T
- --------------------------------------------------------------------------------------------------------------------
  V    Dilutions allocated with drafts                                                 input
- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
  IV                     ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------------------------------------------
  1    Undue Amounts (to be detailed separately for CAS)                               input
- --------------------------------------------------------------------------------------------------------------------
  2    New unapplied cash                                                              input
- --------------------------------------------------------------------------------------------------------------------
  3    Total Payable Balance                                                           input
- --------------------------------------------------------------------------------------------------------------------
  4    Payable Total Overdue                                                           input
- --------------------------------------------------------------------------------------------------------------------
  5    Payable Overdue 1-30 Days                                                       input
- --------------------------------------------------------------------------------------------------------------------
  6    Payable Overdue 31-60 Days                                                      input
- --------------------------------------------------------------------------------------------------------------------



                                    Page 97



>>       Explanation regarding data in the various fields:

A: the Originator BNPP id.

A': Originator Name: should always remain the same.

B: Debtor Group Id: this is the Debtor Group id that will be found in field 3 of
the Debtor's File. It is not used in this transaction.

B':  Debtor Group Id.:  should  always  remain the same.  It is not used in this
transaction.

C: Cut-Off Period reference: this is an incremental number starting at 0 for the
original transfer and that will be incremented at each Cut-Off Date.

D: Cut-Off Date: see legal documentation.

E: Number of new Receivables:  this field will give the number of records in the
Transfer File: it will also be the number figuring on the Transfer Document.  It
does not include any Receivable with a returned payment.

F: Currency: Euro for France and Sterling for United-Kingdom.

H.1:   Allocated  cash   collections:   Collections   allocated  to  Transferred
Receivables  since the  previous  Cut-Off Date  (excluded)  and the Cut-Off date
figuring on field D.

H.2:  Consumed  dilutions flow: all dilutions that have been cleared out with an
invoice.  The  dilutions  should be cleared only once the invoice is  completely
cleared with both a payment allocated to it and the dilution.

H.3:  Newly  returned  Receivables:  Receivables  for  which  payment  had  been
registered on the previous Report (in the previous  reporting the Receivable was
not  outstanding  anymore,  but its  payment  was  rejected  during the  Cut-Off
Period).

For these Receivables, it should be included in the stock file again, however it
should not figure in the flow file (as it is not  offered  for  transfer  on the
corresponding  date).  The  amount  due  should  be equal to the  amount  of the
returned payment (therefore net of the dilutions already affected to it).

H.4: Unapplied cash allocated during the period:  Cash that was unapplied during
the  previous  period and that has been  allocated  to  Receivables  during such
period.

J: New  Receivables:  Total Nominal Amount of the new Receivables be sold on the
Transfer  Date.  These are the  Receivables  issued during the Cut-Off Period on
securitised Debtors.

L: Total repurchased Receivables: in case any Receivables were to be repurchased
or in case of  Affected  Receivables,  the  total of the  Amount  Due for  these
Receivables should be input here.


                                    Page 98


N:  Outstanding  Receivables non eligible for financing:  this field sums up all
`Defaulted Receivables' that will not be financed by the FCC.

N.1: Outstanding Receivables overdue > 90 days: it corresponds to the `technical
defaults' linked to the securitisation.

N.2:  Outstanding  returned  Receivables  overdue < 90 days:  in addition to the
`technical defaults' returned Receivables will not be financed (we only look for
less than 90 days past due as the other ones are already  taken into  account in
field N.1).

N.3:  Outstanding  Receivables from Insolvent Debtors overdue >= 90 days: as for
the returned  payments all insolvent  Receivables  not taken into account in the
`technical defaults' will not be financed.

N.4:  Outstanding  Receivables  which  maturity  date > 120 days:  as far as the
Receivables are concerned, they are not eligible for financing if their maturity
date is in more than 120 days except for Bonduelle  where we do accept any terms
of payment as long as Vcom payments by CL are maintained:  those Receivables are
purchased but not financed.

O: Outstanding Receivables eligible for financing: this will be the basis of the
financed amount; to that amount Over-collateralisation will be subtracted to get
the exact financed amount.

P: New Defaulted Receivables:  this amount is used to calculate the loss reserve
in order to update the  Over-collateralisation  Amount with the evolution of the
transferred portfolio.

P.1:  Outstanding  Receivables  overdue [91-120] days: it corresponds to the new
`technical  defaults' over a one month period corresponding to the delay between
two adjustments on the FCC Units (when the total financing can be adjusted).

P.2:  Flow of returned  Receivables  overdue <= 90 days: it  corresponds  to new
Defaulted Receivables not taken into account in field P.1 (see N.2).

P.3: Flow of Receivables  from Insolvent  Debtors  overdue <= 90 days: if during
the period when a Debtor becomes Insolvent,  some of its Receivables are not yet
`technically defaulted',  they should be taken into account though this field as
new Defaulted Receivables.  Once the Debtor has been flagged as Insolvent,  then
this field does not take into account any of its Receivables anymore.

R, R.1,  R.2,  R.3 and R.4: New  dilutions:  All  dilutions  that are in the New
Dilutions file: it corresponds to any dilutions issued during the Cut-Off Period
and not  allocated  to a receivable  during the same period.  It will be used to
calculate the dilution reserve.

T: Dilutions Stock events: this field aims at checking all dilutions that reduce
the stock of dilutions.

T.1: Allocated Anticipated Dilutions: it covers all dilutions that were declared
in the previous  reporting  because issued during a previous  Cut-Off Period and
allocated


                                    Page 99


with  Receivables  for which  payment  from the Debtor has  occurred  during the
present Cut-Off Period.

T.2: Allocated dilutions with non Transferred Receivables: should not be used in
this  transaction,  except if a Debtor was to become  Insolvent and  Receivables
were still issued  afterwards.  In that case the FCC would hold the  Receivables
issued  before  the  insolvency  and the  Originators  those  issued  after  the
insolvency.  In that case we would want to see all  dilutions  for that  Debtor,
even those issued after  insolvency but some of them could be allocated with non
Transferred Receivables.

T.3:  Dilutions  directly paid by Crown Group:  in case Crown  directly pays the
credit note to the Debtor (for rebates for examples)  without any  compensation,
then the said dilution  should appear in the stock file and the reporting  until
Crown's account is debited.

U: Dilutions after transfer and events:  outstanding  dilutions at the beginning
of the following Cut-Off Period.

V: Dilutions allocated with drafts:  Dilutions allocated during the period, with
Transferred  Receivables  for which payment from the Debtor has occurred  during
this Cut-Off Period through a draft (amount included in T.1).

1: Undue Amounts:  any amount credited to the Collection  Account and that would
not relate to  Transferred  Receivables  (e.g.  during  the first  months of the
transaction,  some  collections on export  Debtors).  In that case the FCC would
reimburse  these  amounts  to  Crown  when  it  will  provide  the  proof  these
Collections are undue.

A separate list  providing for each amount:  the relevant  Debtor,  the Invoices
covered, and an explanation will have to be provided.

2: New  Unapplied  cash:  any cash  collected  for  transferred  debtors not yet
allocated to receivables.

3, 4, 5, 6: data on the payables, to be used to calculate the Suppliers Trigger.


>>       Cross checking with Computer Files

Some fields link the Aggregate File and the Computer  Files for each  Originator
(only in the originator currency).

In the following table amounts on a same line should be equal ((SIGMA): sum).


                                    Page 100




                                                    
.....................................................   ........................................................

                  Aggregate File                                           Computer Files
.....................................................   ........................................................

Outstanding    Receivables   after   transfer   and    (SIGMA)  (Due Amount  (field 11) of all R type  records
repurchase (field [M])                                 in the S file
.....................................................   ........................................................

                                                       (SIGMA)  Due  Amount  (field 11) of all D type records in
Dilutions after transfer and events (field [U])        the S file
.....................................................   ........................................................

                                                       (SIGMA)  Due  Amount  (field 11) of all R type records in
New Receivables (field [J])                            the F file
.....................................................   ........................................................

                                                       Due Amount  (field  11) of all D type  records in the A
New Dilutions (field [R])                              file
.....................................................   ........................................................


3.2        Ageing Balance File

This file will provide  ageing  balances of  originators  and some Debtor Groups
(the  biggest  ones).  The list of Debtors for which ageing  balances  should be
provided has yet to be finalised.

These ageing  balances  should be gross of  dilutions  and all buckets are to be
calculated compared to the Cut-Off Date.

There will be one file per Originator with the ageing balances of the originator
only, and one file per country,  where column 4 will sum all ageing  balances of
the originators  located in this country,  the following columns will sum up all
receivables for a given group of Debtors issued by all the  Originators  located
in this country.

The format should be the following:


                                    Page 101




                                                                                     
 ---------------------------------------------------------------------------------------------------------------------
    V   IDENTIFYING BALANCES                                            Originator               Debtors
 ---------------------------------------------------------------------------------------------------------------------
    A   Originator BNPP Id                       input
 ---------------------------------------------------------------------------------------------------------------------
    A'  Originator Name                          input
 ---------------------------------------------------------------------------------------------------------------------
    B   Debtor Group Id                          input
 ---------------------------------------------------------------------------------------------------------------------
    B'  Debtor Group Name                        input
 ---------------------------------------------------------------------------------------------------------------------
    C   Cut Off Period Reference                 input
 ---------------------------------------------------------------------------------------------------------------------
    D   Cut Off Date                             input
 ---------------------------------------------------------------------------------------------------------------------
    E   Currency (ISO Code)                      input
 ---------------------------------------------------------------------------------------------------------------------

 ---------------------------------------------------------------------------------------------------------------------
    VI  OUTSTANDING OF INVOICES
 ---------------------------------------------------------------------------------------------------------------------
    W   Past due invoices - Total                =W.1+W.2+... +W.6
 ---------------------------------------------------------------------------------------------------------------------
   W.1  Past due [0-30 days]                     saisie
 ---------------------------------------------------------------------------------------------------------------------
   W.2  Past due [31-60 days]                    saisie
 ---------------------------------------------------------------------------------------------------------------------
   W.3  Past due [61-90 days]                    saisie
 ---------------------------------------------------------------------------------------------------------------------
   W.4  Past due [91-100 days]                   saisie
 ---------------------------------------------------------------------------------------------------------------------
   W.5  Past due [101-120 days]                  saisie
 ---------------------------------------------------------------------------------------------------------------------
   W.6  Past due> 120 days                       saisie
 ---------------------------------------------------------------------------------------------------------------------
     X  Due invoices - Total                     =X.1+X.2+X.3+X.4
 ---------------------------------------------------------------------------------------------------------------------
   X.1  Due [0-30 days]                          saisie
 ---------------------------------------------------------------------------------------------------------------------
   X.2  Due [31-60 days]                         saisie
 ---------------------------------------------------------------------------------------------------------------------
   X.3  Due [61-90 days]                         saisie
 ---------------------------------------------------------------------------------------------------------------------
   X.4  Due [91-120 days]                        saisie
 ---------------------------------------------------------------------------------------------------------------------
   X.5  Due> 120 days                            saisie
 ---------------------------------------------------------------------------------------------------------------------



For the sake of the  Consolidated  Report,  Suppliers  Ageing  Balance should be
provided.


                                    Page 102


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 15
                           FORM OF CONSOLIDATED REPORT




The Consolidated  Report provides aggregate  information for all Sellers related
to a given Administrative Agent in the form of the Individual Report.


                                    Page 103


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 16
                           FORM OF RESIGNATION LETTER


                         [resigning Seller's letterhead]


FRANCE TITRISATION
(as Management Company)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

[CROWN EMBALLAGE FRANCE SAS - CROWN PACKAGING UK PLC]
(as Administrative Agent)
[o]
[o]
[o]
[o]
Attention:        [o]
Facsimile:        [o]

copy to:

BNP PARIBAS
(as Custodian)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

                                      In [to be completed], on [to be completed]

Dear Sirs,

Re: FCC CROWN RECEIVABLES EUROPE -- Resignation Letter

We refer to the Master Receivables Transfer and Servicing Agreement (hereinafter
the  Agreement)  dated 21 June  2005  entered  into  between,  inter  alia,  the
Management  Company,  the  Custodian,  [to be  completed]  as Seller  and [Crown
Emballage France SAS - Crown Packaging UK PLC] as Administrative Agent.


                                    Page 104


Unless otherwise defined herein, capitalised terms in this letter shall have the
meanings ascribed to them in the Agreement.

Pursuant to Clause 24.1  (Resignation of a Seller) of the Agreement,  we request
that  [resigning  Seller] be released from its obligations as a Seller under the
Securitisation Programme.

We request you to transfer  back to us one or more  Transferred  Receivables  in
accordance with Clause 7 of the Agreement.  To this end, [Crown Emballage France
SAS - Crown Packaging UK PLC], as  Administrative  Agent, will deliver you an
Individual Retransfer Request.

We confirm that no Seller Potential Event of Default, Seller Event of Default or
Seller  Early  Amortisation  Event  is  continuing  or  would  result  from  the
acceptance of this request.

This Resignation Letter is governed by French law.

Yours faithfully,






- -------------------------------------------------
[resigning Seller]

Title:
Name:



                                    Page 105



                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 17
                   FORM OF REQUEST TO ADD AN ADDITIONAL SELLER


                  [relevant Administrative Agent's letterhead]


FRANCE TITRISATION
(as Management Company)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

copy to:

BNP PARIBAS
(as Custodian)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

                                      In [to be completed], on [to be completed]

Dear Sirs,

Re: FCC CROWN  RECEIVABLES  EUROPE -- Request to add an additional Seller in the
Securitisation Programme

We refer to the Master Receivables Transfer and Servicing Agreement (hereinafter
the  Agreement)  dated 21 June  2005  entered  into  between,  inter  alia,  the
Management Company,  the Custodian,  the Sellers and [Crown Emballage France SAS
- - Crown Packaging UK PLC] as Administrative Agent.

Unless otherwise defined herein, capitalised terms in this letter shall have the
meanings ascribed to them in the Master Receivables Transfer Agreement.

Pursuant to Clause 24.3  (Additional  Sellers) of the Agreement,  we request the
addition  of  [new  Seller]  to the  Securitisation  Programme,  as  Seller  and
Servicer. [new Seller] is a company duly incorporated under the laws of [name of
relevant jurisdiction].


                                    Page 106


The administrative details of [new Seller] are as follows:



                                                                  
- ------------------------------------ ---------------------------------- ---------------------------------
   Name of [new Seller/Servicer]             Registered office                Registration number
- ------------------------------------ ---------------------------------- ---------------------------------

                [o]                                 [o]                               [o]
- ------------------------------------ ---------------------------------- ---------------------------------


We  wish  the   above-mentioned   proposed   additional   Seller  to  enter  the
Securitisation Programme with full effect on the following Transfer Date: [?].

We  acknowledge  and agree to the fact that the  addition to the  Securitisation
Programme of the proposed entity is subject to the conditions precedent referred
to in Clause 24.3 of the Agreement.

Yours faithfully,

                                            ____________________________________



- -------------------------------------------------
[o],
as Administrative Agent (acting in the name and
on behalf of each [French - English] Seller
pursuant to Clause [21 - 22] of the Agreement)

Title:
Name:


                                    Page 107




                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 18
                            FORM OF ACCESSION LETTER


                        [additional Seller's letterhead]


FRANCE TITRISATION
(as Management Company)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

[CROWN EMBALLAGE FRANCE SAS - CROWN PACKAGING UK PLC]
(as Administrative Agent)
[o]
[o]
[o]
[o]
Attention:        [o]
Facsimile:        [o]

copy to:

BNP PARIBAS
(as Custodian)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

                                      In [to be completed], on [to be completed]

Dear Sirs,

Re: FCC CROWN RECEIVABLES EUROPE -- Accession Letter

We refer to:

(a)        the Master Receivables Transfer and Servicing Agreement  (hereinafter
           the Agreement)  dated 21 June 2005 entered into between,  inter alia,
           the Management Company, the Custodian, the Sellers, the Servicers and
           [Crown


                                    Page 108


           Emballage  France SAS - Crown Packaging UK PLC] as  Administrative
           Agent; and

(b)        the request for  additional  Seller in the  Securitisation  Programme
           issued by [Crown Emballage France SAS - Crown Packaging UK PLC] as
           Administrative Agent on [date].

Unless otherwise defined herein, capitalised terms in this letter shall have the
meanings ascribed to them in the Agreement.

Pursuant to Clause 24.3 (Additional Sellers) of the Agreement,  we, [name of the
Seller],  after having made all  independent  inquiries  we deemed  appropriate,
hereby expressly  accept,  without any formalities and  automatically by signing
this Accession Letter:

(i)        to be bound  by all the  terms,  conditions  and  obligations  of the
           Sellers  Transaction  Documents and all  arrangements  referred to in
           each of them and, in particular, all the declarations, warranties and
           undertakings, as if they were made or given by us; and

(ii)       to benefit from all rights  provided  for by the Sellers  Transaction
           Documents and all arrangements referred to in each of them,

in all cases in the capacity of Seller and Servicer, as if we were party to each
of the Sellers Transaction Documents and as from the [effective date].

This Accession Letter is governed by French law.

Yours faithfully,



- -------------------------------------------------
[additional Seller]

Title:
Name:


                                    Page 109


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 19
                       FORM OF CONSOLIDATED TRANSFER OFFER


                       [Administrative Agent's letterhead]


FRANCE TITRISATION
(as Management Company)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

copy (without the files) to:

BNP PARIBAS
(as Custodian)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

                                      In [to be completed], on [to be completed]

Dear Sirs,

Re: FCC CROWN RECEIVABLES EUROPE -- Consolidated Transfer Offer No. [o]

We  refer  to  Clause  3.1 of the  Master  Receivables  Transfer  and  Servicing
Agreement  (hereinafter  the Agreement) dated 21 June 2005 entered into between,
inter  alia,  the  Management  Company,  the  Custodian,  the Sellers and [Crown
Emballage France SAS - Crown Packaging UK PLC] as Administrative Agent.

Unless otherwise defined herein, capitalised terms in this letter shall have the
meanings ascribed to them in the Agreement.

We,  acting in the name and on  behalf of the  [French  -  English]  Sellers,
hereby offer to transfer to you in compliance  with the provisions of Clause 3.1
of the Agreement with respect to each [French - English] Seller, the Eligible
Receivables  (including  any  Ancillary  Rights)  with the  following  financial
characteristics:


                                    Page 110


Characteristics of the Eligible Receivables (consolidated data):


Aggregate of the Net Invoice Amounts:                                [o]

Number:                                                              [o]

Representations, warranties and undertakings:

This Consolidated Transfer Offer constitutes a representation and warranty by us
that, on the date of this Consolidated  Transfer Offer (and on the corresponding
Transfer Date):

(a)        each  representation  and  warranty  referred  to in  Schedule  10 of
           Appendix 1 and Schedule 5 of Appendix [2 - 3] of the  Agreement is
           true, complete, correct and accurate; and

(c)        each  undertaking  referred  to  in  Schedule  10 of  Appendix  1 and
           Schedule 5 of  Appendix  [2 - 3] of the  Agreement  has been fully
           complied with.

Payment instructions:


Transfer Date:                                                       [o]

The payment of the Purchase  Price  corresponding  to the  Eligible  Receivables
shall be made in  accordance  with Clause 5.2 of the  Agreement by crediting the
relevant Administrative Agent Account.

Pursuant to Clause 5.3 of the Agreement,  the Administrative Agent shall receive
such payment in the name and on behalf of each [French - English]  Seller and
that payment made on the credit of the Administrative Agent Account shall result
in the full and definitive discharge of the FCC's payment obligations.

We attach a copy of each Individual Transfer Offer.


                                    Page 111


Yours faithfully,






- -------------------------------------------------
[o],
as Administrative Agent (acting in the name and
on behalf of each [French - English] Seller
pursuant to Clause [21 - 22] of the Agreement)

Title:
Name:



                                    Page 112


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 20
                               FORM OF ACCEPTANCE




                        [Management Company's letterhead]






[CROWN EMBALLAGE FRANCE SAS - CROWN PACKAGING UK PLC]
(as Administrative Agent)
[o]
[o]
[o]
[o]
Attention:        [o]
Facsimile:        [o]

copy to:

BNP PARIBAS
(as Custodian)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

                                      In [to be completed], on [to be completed]

Dear Sirs,

Re: FCC CROWN RECEIVABLES EUROPE -- Acceptance No. [o]

We  refer  to  Clause  3.3 of the  Master  Receivables  Transfer  and  Servicing
Agreement  (hereinafter  the Agreement) dated 21 June 2005 entered into between,
inter alia, the Management Company,  the Custodian,  the Sellers,  the Servicers
and the Administrative Agents.

Unless otherwise defined herein, capitalised terms in this letter shall have the
meanings ascribed to them in the Agreement.

We  hereby  confirm  to you,  in your  capacity  as  Administrative  Agent,  our
acceptance of [your Consolidated  Transfer Offer no. [to be completed] dated [to
be completed] - [the Individual  Transfer Offers no. [to be completed]  dated
[to be completed]


                                    Page 113


issued by [names of the Sellers  concerned  to be  completed]],  relating to the
Eligible  Receivables  identified  therein  and in the  Computer  Files  that we
received on even date.

Yours faithfully,



- -------------------------------------------------
France Titrisation,
as Management Company of the FCC CROWN
RECEIVABLES EUROPE

Title:
Name:


                                    Page 114



                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 21
                            FORM OF NOTICE OF REFUSAL


                        [Management Company's letterhead]


[CROWN EMBALLAGE FRANCE SAS - CROWN PACKAGING UK PLC]
(as Administrative Agent)
[o]
[o]
[o]
[o]
Attention:        [o]
Facsimile:        [o]

copy to:

BNP PARIBAS
(as Custodian)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

                                      In [to be completed], on [to be completed]

Dear Sirs,

Re: FCC CROWN RECEIVABLES EUROPE -- Notice of Refusal No. [o]

We  refer  to  Clause  3.3 of the  Master  Receivables  Transfer  and  Servicing
Agreement  (hereinafter  the Agreement) dated 21 June 2005 entered into between,
inter alia, the Management Company,  the Custodian,  the Sellers,  the Servicers
and the Administrative Agents.

Unless otherwise defined herein, capitalised terms in this letter shall have the
meanings ascribed to them in the Agreement.

We hereby  inform you that the  conditions  precedent  no. [o], [o], [o] and [o]
specified in Schedule 6 of Appendix 1 of the  Agreement are not satisfied on the
date of the [Consolidated Transfer Offer] - [Individual Transfer Offers].


                                    Page 115


As a  consequence,  we hereby  inform  you, in your  capacity as  Administrative
Agent,  that in accordance  with Schedule 6 of Appendix 1 of the  Agreement,  we
will not accept [[any of the  corresponding  Individual  Transfer Offers and the
relating  Consolidated  Transfer Offer] - [the Individual Transfer Offers no.
[to be  completed]  dated [to be  completed]  issued  by  [names of the  Sellers
concerned to be completed]].

Yours faithfully,




- -------------------------------------------------
France Titrisation,
as Management Company of the FCC CROWN
RECEIVABLES EUROPE

Title:
Name:


                                    Page 116



                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 22
         FORM OF AUDITOR'S CERTIFICATE IN RESPECT OF THE PARENT COMPANY




 [sur papier a en-tete des commissaires aux comptes de Crown European Holdings]




FRANCE TITRISATION
(en qualite de societe de gestion du FCC CROWN RECEIVABLES EUROPE)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]



                     ATTESTATION DU COMMISSAIRE AUX COMPTES
                     --------------------------------------



Monsieur,

La presente  attestation  a ete etablie,  a votre  demande,  dans le contexte du
programme de titrisation des creances  commerciales  qui resultent de l'activite
de  prestation  de  services  et de  fourniture  de  biens  dans le  domaine  de
l'emballage  alimentaire  des filiales  europeennes de Crown  European  Holdings
(ci-apres  l'(  Operation  )) et plus  precisement  du  contrat  de cession de
creance (Master Receivables  Transfer and Servicing Agreement) conclu le 21 juin
2005  (ci-apres le ( Contrat )) entre lesdites  filiales  europeennes de Crown
European  Holdings  (ci-apres  denommee la (Societe)),  France  Titrisation en
qualite de Societe de Gestion et BNP Paribas en qualite de Depositaire (ci-apres
le ( FCC )).

En tant que  commissaire  aux comptes de la Societe,  nous vous  confirmons  les
elements suivants :

1.         Dans le cadre des derniers  comptes de la Societe sur  lesquels  nous
           avons  exprime une opinion (les comptes  [annuels] au 31/12/XX)  nous
           avons  eu  a  apprecier  le  bien  fonde  de  l'utilisation  pour  la
           preparation  des comptes par la direction de la convention de base de
           continuite  de  l'exploitation  conformement  a la norme  2-435 de la
           Compagnie Nationale des Commissaires aux Comptes.


                                    Page 117


2.         Nous avons obtenu,  conformement a la loi francaise,  la situation de
           l'actif realisable et du passif exigible de la Societe au 31 mai 2005
           et avons mene des entretiens  aupres de certains  responsables  de la
           Societe concernant le processus et les principes adoptes pour etablir
           la situation de l'actif realisable et du passif exigible conformement
           a la norme 5-101 de la CNC.

3.         Pour les besoins de la presente,  nous avons  realise les  diligences
           suivantes (a remplir/adapter selon les cas) :

           (a)        Nous  avons  eu des  entretiens  avec la  direction  de la
                      Societe;

           (b)        Nous   avons   revu  les   proces-verbaux   des   conseils
                      d'administration   de  la   Societe   jusqu'au   [date  de
                      l'attestation];

           (c)        Nous avons obtenu une lettre d'affirmation du President du
                      Conseil d'Administration de la Societe ;

         (Entre la date de notre dernier  rapport et la date de  l'attestation:)

           (d)       Nous avons obtenu les comptes  intermediaires de la Societe
                     au 31 mai 2005  etablis par la  Direction  de la Societe et
                     revu leur coherence  vis-a-vis de notre  connaissance de la
                     Societe  au moyen de  discussion  avec la  direction  de la
                     Societe.  Ces  comptes/comptes  consolides  n'ont donc fait
                     l'objet ni d'un audit ni d'un examen limite ;

           (e)       En ce qui concerne la periode du 31 mai 2005 au [JJ/MM/AA :
                     date de l'attestation], il ne nous a pas ete demande par la
                     direction  d'effectuer  un audit  ou une  revue  des  etats
                     financiers  a la date du  [JJ/MM/AA]  ou pour  une  periode
                     posterieure.

           Par consequent, nous n'avons :

           -         realise aucun audit des etats  financiers de la Societe (ou
                     de ses comptes  consolides) pour toute periode  posterieure
                     au 31/12/XX  (sur  lesquels  nous avions emis un rapport le
                     [JJ/MM/AA]) ; et

           -         realise aucun examen limite des etats financiers consolides
                     de la Societe pour toute periode  posterieure au 30/06/XX+1
                     (sur lesquels nous avions emis un rapport le [JJ/MM/AA]).

           (f)       [Autre a preciser].

4.         Il est bien entendu que nous  n'emettons pas d'avis sur des questions
           d'interpretation  legale ou du caractere suffisant,  pour les besoins
           du FCC  represente  par  France  Titrisation  agissant  en qualite de
           Societe  de  Gestion  et par  BNP  Paribas  agissant  en  qualite  de
           Depositaire, des diligences decrites au paragraphe precedent.

5.         A la date de la  presente et compte  tenu des  diligences  precitees,
           nous n'avons pas  connaissance  de faits de nature a nous  interroger
           sur la continuite de


                                    Page 118


           l'exploitation et donc a declencher la procedure  d'alerte prevue par
           l'article L. 234-1/L. 234-2 du Code de commerce (ancien article 230-1
           de la loi du 24 juillet 1966).

6.         La  presente  attestation  ne couvre  pas les faits et  circonstances
           susceptibles de survenir posterieurement au [date de l'attestation].

7.         Les diligences citees aux paragraphes 2 et 3 ci-dessus ne constituent
           pas un audit realise  conformement  aux normes  d'audit  generalement
           admises  en  France.   Si  nous   avions   realise   des   diligences
           supplementaires,   nous  aurions  pu  avoir   connaissance   d'autres
           questions  et nous vous en aurions  fait part.  Cependant,  de telles
           diligences pourraient ne pas necessairement  reveler tous les aspects
           significatifs.

8.         Nous avons etabli la presente  attestation a l'attention du President
           de la Societe dans le seul contexte du contrat decrit precedemment et
           pour la seule information du Conseil  d'Administration de la Societe.
           Elle ne peut etre  communiquee a un tiers sans notre accord prealable
           etant  precise que,  conformement  aux  dispositions  du ss. 33 de la
           Norme n(degree) 4-105 de la CNCC, elle peut etre communiquee par vous
           au FCC  represente  par  France  Titrisation  agissant  en qualite de
           Societe  de  Gestion  et par  BNP  Paribas  agissant  en  qualite  de
           Depositaire  dans le cadre de leur  enquete  sur les  affaires  de la
           Societe pour  information.  Elle ne peut etre  utilisee,  diffusee ou
           citee en reference  au sein ou a  l'exterieur  des entites  precitees
           pour aucun autre  objectif,  il peut  seulement y etre fait reference
           dans les  contrats  conclus dans le cadre de  l'Operation  ou dans un
           document s'y rapportant directement.

9.         Les diligences evoquees ci-dessus s'inscrivent dans le contexte de la
           mission  de  commissariat  aux  comptes.  De plus,  elles ne sont pas
           destinees  a  remplacer  les  enquetes  et  diligences   que  le  FCC
           represente par France  Titrisation  agissant en qualite de Societe de
           Gestion  et par  BNP  Paribas  agissant  en  qualite  de  Depositaire
           pourrait par ailleurs  mettre en oeuvre dans le cadre du Contrat.  En
           tant  que  Commissaire  aux  Comptes  de  la  Societe,   nous  sommes
           responsables a l'egard de la Societe et de ses  actionnaires  et nous
           n'acceptons pas d'extension de notre responsabilite au-dela de ce qui
           est prevu par la loi francaise.

10.        PricewaterhouseCoopers  Audit decline toute responsabilite  vis-a-vis
           de tout tiers y compris  le FCC  represente  par  France  Titrisation
           agissant en qualite de Societe de Gestion et par BNP Paribas agissant
           en qualite de Depositaire  (et tout autre  cessionnaire et ( sous )
           partie liee par ce  Contrat) en relation  avec le Contrat (y compris,
           sans limitation,  pour actes de negligence et pour non-respect de nos
           obligations) et ne pourra etre tenu responsable vis-a-vis de tiers de
           leurs pertes, dommages ou depenses de quelque nature que ce soit.

11.        En  aucun  cas  PricewaterhouseCoopers  Audit  ne  pourra  etre  tenu
           responsable des consequences dommageables resultant d'un comportement
           dolosif ou d'une fraude commise par les administrateurs,  employes ou
           agents de la Societe.


                                    Page 119


12.        Cette  attestation  est regie  par la loi  francaise.  Les  tribunaux
           francais auront la juridiction  exclusive  concernant  toute plainte,
           conflit ou  differend  vis-a-vis  de notre lettre de mission ou toute
           lettre de confort s'y  rapportant,  y compris cette  attestation,  et
           toute  question se rapportant a l'ensemble de ces  documents.  Chaque
           partie renonce irrevocablement a ses droits de s'opposer a une action
           portee  aupres de ces  tribunaux,  de  pretendre  que  l'action a ete
           intentee aupres d'un tribunal incompetent, ou que ces cours n'ont pas
           juridiction.

Paris, le [date du jour]

Le Commissaire aux Comptes
PricewaterhouseCoopers Audit

Nom de l'Associe


                                    Page 120


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 23
                         FINANCING ELIGIBILITY CRITERIA



1.         The  Receivable is payable  within a maximum  period of 120 days from
           the relevant Calculation Date.

2.         For the  Bonduelle  Group  of  Debtors,  the  Receivable  is  payable
           according  to  the  contractual  terms  of  payment  as  long  as all
           Receivables  that are  payable  within a period of more than 120 days
           from their Issue Date,  are paid by Vcom on a monthly basis within 60
           days from their issuance.


                                    Page 121


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 24
             FORM OF SOLVENCY CERTIFICATE IN RESPECT OF THE SELLERS



                         [on letterhead of the Sellers]



FRANCE TITRISATION
(as Management Company of the FCC CROWN RECEIVABLES EUROPE)
Immeuble Tolbiac
75450 Paris Cedex 09
France
Attention:        Monsieur Michel Duhourcau, Secretaire General
ACI:              CTA01A1

                                                                   Paris, [Date]




Re: FCC CROWN RECEIVABLES EUROPE -- Solvency Certificate

This solvency  certificate  is delivered in relation to the  agreement  entitled
"Master  Receivables  Transfer and Servicing  Agreement" entered into on 21 June
2005 (the  Agreement)  and the  securitisation  transaction  of the Crown  Group
deriving therefrom (the Transaction).

Capitalised  terms in this  certificate  shall,  save otherwise  defined in this
certificate, have the meaning given to them in the Agreement.

A- With respect to the French Sellers
- -------------------------------------

I, the  undersigned,  acting as Directeur  General Delegue of the Parent Company
and Directeur General of each of the French Sellers, having, inter alia:

           (i)       examined the French  Sellers'  books,  records and accounts
                     (including management accounts);

           (ii)      considered the provisions of the FCC Transaction  Documents
                     to which the French Sellers are a party; and

           (iii)     made all due enquiries and  considered all matters which we
                     consider  relevant  to the  French  Sellers'  business  and
                     financial position,


                                    Page 122


hereby certify and without personal  liability make the following  confirmations
with respect to the French Sellers:

(a)        as at the date hereof, the French Sellers are not insolvent or unable
           to pay their debts as they fall due and will not become  unable to do
           so (en etat de cessation des  paiements) by the mere fact of entering
           into  the  FCC  Transaction  Documents  or  performing  any of  their
           obligations  under the FCC Transaction  Documents to which they are a
           party;

(b)        the French  Sellers are not the subject of (i) any  arrangement  with
           their  creditors  or amicable  settlement  as regulated by Title I of
           Book VI of the French Code de Commerce (formerly law n(degree) 84-148
           of 1st March  1984,  as  amended),  (ii)  insolvency  proceedings  as
           regulated  by  Title  II of Book VI of the  French  Code de  Commerce
           (formerly  law  n(degree)  85-98 of 25 January  1985, as amended) nor
           (iii) analogous proceedings under French law or under the laws of any
           relevant jurisdiction;

(c)        no receiver,  administrative  receiver,  mandataire ad hoc or similar
           officer  has  been  appointed  to  manage  all or part of the  French
           Sellers' assets;

(d)        no step or decision  has been taken for the partial or total  winding
           up of the French Sellers, their dissolution or liquidation or for the
           partial or total sale of their business;

(e)        having made all appropriate investigations,  no event has occurred or
           may occur which (i) might lead to any of the situations  mentioned in
           paragraphs  (a),  (b),  (c) or (d) above or (ii)  would  justify  the
           initiation of an alert proceeding (procedure d'alerte); and

(f)        none of the FCC Transaction Documents to which the French Sellers are
           a party nor the performance of any of their obligations under the FCC
           Transaction Documents to which the French Sellers are a party will be
           an  "unusual   transaction"  at  an  undervalue  (contrat  commutatif
           desequilibre)  within the meaning of article L.  621-107  2(degree)of
           the French Code de commerce.

B- With respect to the English Sellers
- --------------------------------------

I, the undersigned, acting as the Chief Financial Officer of each of the English
Sellers, having, inter alia:

           (i)        duly  considered the provisions of Sections 123 and 238 to
                      245 and Section 423 of the Insolvency Act 1986 (the Act);

           (ii)       examined the English Sellers' books,  records and accounts
                      (including management accounts);

           (iii)      considered the provisions of the FCC Transaction Documents
                      to which the English Sellers are a party; and


                                    Page 123


           (iv)       made all due enquiries and considered all matters which we
                      considered  relevant to the English Sellers'  business and
                      financial position,

have determined and hereby certify without  personal  liability on behalf of the
English Sellers, that:

1.         the  English  Sellers  are not unable to pay their  debts  within the
           meaning of Section  123 of the Act (but,  for this  purpose,  without
           reference to the words "it is proved to the satisfaction of the court
           that"  in  section  123(1)(e)  and  s123(2))  and to the  best  of my
           knowledge and belief would not become unable to do so in  consequence
           of entering into the FCC  Transaction  Documents or performing any of
           their obligations  under the FCC Transaction  Documents to which they
           are a party;

2.         no corporate action has been taken or is pending, no other procedures
           or steps have been  taken in  relation  to, and no legal  proceedings
           have been commenced or are threatened or are pending with a view to:

           (a)       the   suspension   of  payments,   a   moratorium   of  any
                     indebtedness,   winding   up,   liquidation,   dissolution,
                     administration  (whether  out of  court  or  otherwise)  or
                     reorganisation (by way of voluntary arrangement,  scheme of
                     arrangement or otherwise) of the English Sellers;

           (b)       the entry into any  composition,  assignment or arrangement
                     with any creditor of the English Sellers;

           (c)       the  appointment  of a liquidator,  trustee in  bankruptcy,
                     judicial   custodian,    compulsory   manager,    receiver,
                     administrative receiver, administrator,  nominee or similar
                     officer (in each case,  whether out of court or  otherwise)
                     in respect of the English Sellers or any of their property,
                     undertaking or assets;

           (d)       a meeting of the English Sellers,  their directors or their
                     members being convened for the purpose of  considering  any
                     resolution  for, or to petition for, or to apply for, or to
                     file  documents   with  a  court  for,  their   winding-up,
                     administration  (whether  out of court or any  registrar or
                     otherwise) or dissolution or any such resolution is passed;

           (e)       any person  presenting a petition or an application for the
                     English Sellers' winding-up, administration (whether out of
                     court or otherwise) or dissolution;

           (f)       the English Sellers' directors or other officers requesting
                     the  appointment of or giving notice of their  intention to
                     appoint  or  take  any  step  with a view to  appointing  a
                     liquidator,  trustee  in  bankruptcy,  judicial  custodian,
                     compulsory  manager,  receiver,   administrative  receiver,
                     administrator  (whether  out  of  court  or  otherwise)  or
                     similar officer; or


                                    Page 124


           (g)       any analogous or  equivalent  procedure or step being taken
                     in any jurisdiction.

3.         the  transactions as envisaged by the FCC  Transaction  Documents and
           the execution of the FCC  Transaction  Documents to which the English
           Sellers are expressed to be a party  (including all obligations to be
           assumed by the English  Sellers in connection  therewith),  are being
           carried out by the English Sellers in good faith and for the purposes
           of  carrying  on their  business,  and in the  opinion of the English
           Sellers'  board  of  directors,  there  are  reasonable  grounds  for
           believing that the sale of such receivables and the execution of such
           FCC Transaction Documents will benefit the English Sellers;

4.         the value of the  assets of the  English  Sellers  are now,  and will
           remain  immediately  after  the  completion  of the  FCC  Transaction
           Documents to which they are a party,  greater than their liabilities,
           taking into account their prospective and contingent  liabilities for
           the  purposes of Section 123 of the Act (and for all other  purposes)
           and there is no reason for believing  that this state of affairs will
           not continue; and

5.         no execution, distress or diligence is being levied against the whole
           or any part of the English Sellers'  property,  undertaking or assets
           nor are any analogous proceedings being commenced against the English
           Sellers under the laws of any jurisdiction.

We give this solvency certificate on behalf of the English Sellers.



Executed in [o], on [o], in [o] originals.




- -------------------------------------------------

Name:
Title: Chief Financial Officer, Directeur
General Delegue and Directeur General


                                    Page 125



                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 25
                      FORM OF INDIVIDUAL RETRANSFER REQUEST


                  [relevant Administrative Agent's letterhead]



FRANCE TITRISATION
(as Management Company)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

copy to:

BNP PARIBAS
(as Custodian)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]

                                      In [to be completed], on [to be completed]

Dear Sirs,

Re: FCC CROWN RECEIVABLES EUROPE -- Individual Retransfer Request No. [o]

We refer to the Master Receivables Transfer and Servicing Agreement (hereinafter
the  Agreement)  dated 21 June  2005  entered  into  between,  inter  alia,  the
Management  Company,  the  Custodian,  [to be  completed]  as Seller  and [Crown
Emballage France SAS - Crown Packaging UK PLC] as Administrative Agent.

Unless otherwise defined herein, capitalised terms in this letter shall have the
meanings ascribed to them in the Agreement.

We request you to transfer  back to [name of the  Seller],  in  accordance  with
Clause  7 of  the  Agreement,  the  Defaulted  Receivables  with  the  following
financial characteristics:


Retransfer price:                                                    [o]


                                    Page 126


Number:                                                              [o]

Retransfer date:                                                     [o]

We understand  and  acknowledge  that you shall be free to accept or reject,  in
whole or in part, this Individual Retransfer Request.

The Defaulted Receivables are designated and identified in the attached Computer
File.

Yours faithfully,




- -------------------------------------------------
[o],
as Administrative Agent (acting in the name and
on behalf of each [French - English] Seller
pursuant to Clause [21 - 22] of the Agreement)

Title:
Name:



                                    Page 127


                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 26
                              FORM OF COMPUTER FILE




Computer Files must be text files.  They will provide a detailed  picture of the
portfolio to the FCC.

The Transfer File corresponds to the "F" file as described thereafter

1 - FILE TYPE

On every  Information  Date,  each  originator  sends the following  information
gathered under several files.



                                                                                    
- ------------------------------------------------------------------------------- --------- -----------------
                                File contents                                     File    Mandatory/Optional
                                                                                  type
- ------------------------------------------------------------------------------- --------- -----------------
Stock of outstanding Transferred Receivables and dilutions                         S      Mandatory
- ------------------------------------------------------------------------------- --------- -----------------
In-flow of new Transferred Receivables                                             F      Mandatory
- ------------------------------------------------------------------------------- --------- -----------------
In-flow of New Dilutions                                                           A      Mandatory
                                                                                --------- -----------------
Out-flow of Receivables (repurchased or Affected Receivables)                      R      Mandatory
- ------------------------------------------------------------------------------- --------- -----------------
List of Debtors and related details                                                D      Mandatory
- ------------------------------------------------------------------------------- --------- -----------------
Out-flow of cash settlements or receivables set-off by dilutions                   P      Optional
- ------------------------------------------------------------------------------- --------- -----------------
Insurance details                                                                  B      Optional
- ------------------------------------------------------------------------------- --------- -----------------
Insurance policy                                                                   I      Mandatory
- ------------------------------------------------------------------------------- --------- -----------------


In the "S" files,  each Transferred  Receivable,  still  outstanding (even those
with returned  payments) and not affected  (cancellation of the transfer once it
is recognised  that the Receivable was not eligible on the Transfer Date) should
correspond to one record.

As far as dilutions are concerned,  if a single  Receivable is  transferred  and
outstanding,  then all  dilutions on this very debtor  should  appear in the "S"
file. It should be outstanding  until it clears out a Receivable but only at the
same time a payment clears out the balance or when a cancellation occurs.

The  "F"  files  corresponds  to  a  legal  requirement  to  attach  a  detailed
description  of the  Receivables  sold  to the  Transfer  Document  for it to be
effective.

The "D"  file  will be  checked  and  used by the  Back  Up  Servicer  should  a
notification be served.


                                    Page 128


Drafts  are also  included  in these  files  as when a draft  is  received,  the
Receivables that it will pay are cleared out and disappear from the stock files,
however cash might be received several days after.

As far as  cheques  are  concerned  the  cash is  received  the  same day as the
Receivable is cleared out.

When a Debtor pays only part of its invoice, a new charge back is issued for the
difference.  It will be cleared  out either  with a credit  note or by a payment
from the Debtor if these amounts appear not to be justified.

2 - FILE NAME

Each file should be named according to the following format:  [Originator]_[File
Type]_[Date]_[Time].txt

- - Originator being the Originator BNPP id as set out in the following table:
       ----------------------------------------------------- -------------------
       Crown Emballage France S.A.S.                         1000000004
       ----------------------------------------------------- -------------------
       Crown Bevcan France S.A.S.                            1000000005
       ----------------------------------------------------- -------------------
       Crown Packaging UK Plc                                1000000006
       ----------------------------------------------------- -------------------
       Crown Aerosols UK Ltd                                 1000000007
       ----------------------------------------------------- -------------------
       Crown Speciality Packaging Plc                        1000000008
       ----------------------------------------------------- -------------------
       Crown France                                          1000000009
       ----------------------------------------------------- -------------------
       Crown UK                                              1000000010
       ----------------------------------------------------- -------------------
- - File Type being defined above,
- - Date being the  Information  Date in the format  "YYYYMMDD",
- - Time being the timestamp of the file in the format "HHMMSSS".


For example,  a new  originator  called  "SMITH  France"  identified at BNPP' as
0123456789  will  send on the  Information  Date 10 of July  2004 the  following
files:

(0123456789_S_20040710_1123568.txt)
(0123456789_F_20040710_1123568.txt)
(0123456789_R_20040710_1123568.txt)
(0123456789_T_20040710_1123568.txt)
(0123456789_D_20040710_1123568.txt)


3 - FILE FORMAT

Data formatting
- ---------------

Within a file:

- -   All similar records should have exactly the same format and the same length;
- -   Header and Footer should have the same length as standard  record (hence the
    filler);
- -   Data to have a fixed length;
- -   No separators;
- -   Text to be aligned left and completed with blanks ("EXAMPLE ");


                                    Page 129


- -   Amount to be aligned right on 20 digits;
- -   Amount to be stated in cents for Euro and in pennies  for  Sterling in order
    to avoid confusion;
- -   Currency is the ISO code (EUR, GBP);
- -   Date to be given as "YYYYMMDD";
- -   Time being the timestamp of the file in the format "HHMMSSS".


Header/Footer
- -------------


>>       Header




                                                                                       
- ----------------------------------------------------------------------------------------------------------------
  Sequence                         Data                              Format                  Length
- ----------------------------------------------------------------------------------------------------------------
     1       Header identification = "H"                              Char                      1
- ----------------------------------------------------------------------------------------------------------------
     2       Originator ID within BNP Paribas referential           Varchar                    10
- ----------------------------------------------------------------------------------------------------------------
     3       File creation date (date + time)                      Date &Time                  15
- ----------------------------------------------------------------------------------------------------------------
     4       Cut-Off Date                                             Date                      8
- ----------------------------------------------------------------------------------------------------------------
     5       Transfer Date                                            Date                      8
- ----------------------------------------------------------------------------------------------------------------
             Filler (size according to standard record length
             in the file)
- ----------------------------------------------------------------------------------------------------------------


>>       Footer



- ----------------------------------------------------------------------------------------------------------------
  Sequence                         Data                              Format                  Length
- ----------------------------------------------------------------------------------------------------------------
     1       Footer identification = "T"                              Char                      1
- ----------------------------------------------------------------------------------------------------------------
     2       Originator ID within BNP Paribas referential           Varchar                    10
- ----------------------------------------------------------------------------------------------------------------
     3       Number of details records                                Int                       8
- ----------------------------------------------------------------------------------------------------------------
     4       Due Amount Total (for stock & flow files)              Decimal                    20
- ----------------------------------------------------------------------------------------------------------------
             Filler (size according to according to standard
             record length in the file)
- ----------------------------------------------------------------------------------------------------------------



3 - FILE CONTENTS

Some of the data value are  pre-defined  and must be chosen among the  following
values. In this document when a specific information should be chosen within the
lists of this paragraph, it is underlined.


                                    Page 130




                                                                                    

>>       File type
         ---------

    ---------------------------------------------------------------------------------- ---------
    Stock of outstanding transferred receivables, drafts and dilutions                    S
    ---------------------------------------------------------------------------------- ---------
    In-flow of new transferred receivables                                                F
    ---------------------------------------------------------------------------------- ---------
    In-flow of new dilutions, drafts                                                      A
    ---------------------------------------------------------------------------------- ---------
    Out-flow of receivables (repurchased or affected receivables)                         R
    ---------------------------------------------------------------------------------- ---------
    List of Debtors and related details                                                   D
    ---------------------------------------------------------------------------------- ---------
    Out-flow of cash settlements or receivables set-off by dilutions                      P
    ---------------------------------------------------------------------------------- ---------
    Insurance details                                                                     B
    ---------------------------------------------------------------------------------- ---------
    Insurance policy                                                                      I
    ---------------------------------------------------------------------------------- ---------


>>       Record type
         -----------

     --------------------------------------------------------------------------------- --------
     Receivables (invoices)                                                              R
     --------------------------------------------------------------------------------- --------
     Dilutions                                                                           U
     --------------------------------------------------------------------------------- --------
     Drafts                                                                              D
     --------------------------------------------------------------------------------- --------
     Charges back                                                                        C
     --------------------------------------------------------------------------------- --------


>>       Anticipated Dilution type
         -------------------------

    -------------------------------------------------------------------------------------------
    Credit Notes                                                                       CN
    -------------------------------------------------------------------------------------------
    Returnable Packaging                                                               RP
    -------------------------------------------------------------------------------------------
    Cancellation corrected the same day                                                CA
    -------------------------------------------------------------------------------------------
    Rebates                                                                            RB
    -------------------------------------------------------------------------------------------
    Returns                                                                            RE
    -------------------------------------------------------------------------------------------


>>       Eligibility status code
         -----------------------

     --------------------------------------------------------------------------------- --------
     Eligible Receivable                                                               ELI
     --------------------------------------------------------------------------------- --------
     Insolvent Debtor                                                                  INS
     --------------------------------------------------------------------------------- --------
     Disputed Receivable                                                               DIS
     --------------------------------------------------------------------------------- --------
     Returned Receivable                                                               DPO
     --------------------------------------------------------------------------------- --------


>>       Payment mode
         ------------

     --------------------------------------------------------------------------------- -------------
     Cash                                                                              CSH
     --------------------------------------------------------------------------------- -------------
     Direct debit                                                                      DDT
     --------------------------------------------------------------------------------- -------------
     Electronic transfer                                                               ETF
     --------------------------------------------------------------------------------- -------------
     Magnetic tapes or computerised bill of exchange (LCR)                             CBE
     --------------------------------------------------------------------------------- -------------
     Paper based bill of exchange                                                      PBE
     --------------------------------------------------------------------------------- -------------
     Cheque                                                                            CHQ
     --------------------------------------------------------------------------------- -------------
     Other settlement                                                                  OTH
     --------------------------------------------------------------------------------- -------------


>>       Debtor nature
         -------------

     --------------------------------------------------------------------------------- --------
     Private                                                                           PRI
     --------------------------------------------------------------------------------- --------


>>       Payment nature
         --------------


                                    Page 131


     --------------------------------------------------------------------------------- --------
     Credit Note                                                                       A
     --------------------------------------------------------------------------------- --------
     Payment                                                                           P
     --------------------------------------------------------------------------------- --------
     Various Operation                                                                 O
     --------------------------------------------------------------------------------- --------



>>       Stock and flow files
         --------------------

The files "S", "F", "A" and "R" should have the same format.

All records will be formatted as follows :




                                                                             
- -------------------------------------------------------------------------------------------------------------
  Sequence                         Data                           Format     Length   Mandatory/Optional/Conditional
- -------------------------------------------------------------------------------------------------------------
     1       File Type                                             Char         1           Mandatory
- -------------------------------------------------------------------------------------------------------------
     2       Originator ID within BNP Paribas referential        Varchar       10           Mandatory
- -------------------------------------------------------------------------------------------------------------
     3       Debtor Group ID in originator's system              Varchar       25           Mandatory
- -------------------------------------------------------------------------------------------------------------
     4       Debtor external ID (European VAT)                   Varchar       35           Mandatory
- -------------------------------------------------------------------------------------------------------------
     5       Debtor internal ID (in originator's referential)    Varchar       25           Mandatory
- -------------------------------------------------------------------------------------------------------------
     6       Record ID                                           Varchar       15           Mandatory
- -------------------------------------------------------------------------------------------------------------
     7       Record type                                           Char         1           Mandatory
- -------------------------------------------------------------------------------------------------------------
     8       Issue date                                            Date         8           Mandatory
- -------------------------------------------------------------------------------------------------------------
     9       Maturity date                                         Date         8           Mandatory
- -------------------------------------------------------------------------------------------------------------
     10      Nominal Amount                                      Decimal       20           Mandatory
- -------------------------------------------------------------------------------------------------------------
     11      Due amount                                          Decimal       20           Mandatory
- -------------------------------------------------------------------------------------------------------------
     12      Issue Currency (Iso Code)                             Char         3           Mandatory
- -------------------------------------------------------------------------------------------------------------
     13      Service Invoicing Start Date                          Date         8             Blank
- -------------------------------------------------------------------------------------------------------------
     14      Service Invoicing End Date                            Date         8             Blank
- -------------------------------------------------------------------------------------------------------------
     15      Nominal Amount in the originator reporting          Decimal       20          Conditional
             currency
- -------------------------------------------------------------------------------------------------------------
     16      Due amount in originator reporting currency         Decimal       20          Conditional
- -------------------------------------------------------------------------------------------------------------
     17      Originator reporting currency (Iso Code)              Char         3          Conditional
- -------------------------------------------------------------------------------------------------------------
     18      Receivable Contract Id                              Varchar       25            Optional
- -------------------------------------------------------------------------------------------------------------
     19      Financing eligibility status at transfer            Varchar        3             `ELI'
- -------------------------------------------------------------------------------------------------------------
     20      Current financing eligibility status                Varchar        3            Optional
- -------------------------------------------------------------------------------------------------------------
     21      Payment mode                                          Char         3           Mandatory
- -------------------------------------------------------------------------------------------------------------
     22      Dilution type (*)                                   Varchar        2          Conditional
- -------------------------------------------------------------------------------------------------------------
(*) Filled if the record type = Dilution.


The first 21 fields have to be  populated  (even with agreed  values for `blank'
fields).

Here filed 13 and 14 will be constituted of 8 blanks.

Field 10 and 11 have to always be positive numbers (even for dilutions).

Field 15 and 16 are to be left blank.

Field 17 will be set at EUR for French originators and GBP for English ones.


                                    Page 132


If Crown is able to provide an internal  reference  for the  contracts  with the
Debtors, it should appear here.

Field 19 will always be set at ELI: only Eligible Receivables are transferred.

Field 20 will be updated only when a specific  event has occurred,  otherwise it
will be set at ELI.

Field 21 refers for  Receivables  to the usual  mode of payment  used by a given
debtor.



>>       Payments files (dilution or payment)
         ------------------------------------


                                                                                
- ------------------------------------------------------------------------------------------------------------
   Ordre                          Donnee                          Format      Longueur      Obligatoire/
                                                                                             Facultatif
- ------------------------------------------------------------------------------------------------------------
1            File Type (P)                                     Char         1            Mandadory
- ------------------------------------------------------------------------------------------------------------
2            Originator ID within BNP Paribas referential      Varchar      10           Mandadory
- ------------------------------------------------------------------------------------------------------------
3            Debtor Group ID in originator's system            Varchar      25           Mandadory
- ------------------------------------------------------------------------------------------------------------
4            Debtor external ID (European VAT/SIREN)           Varchar      35           Mandadory
- ------------------------------------------------------------------------------------------------------------
5            Debtor internal ID (in originator's referential)  Varchar      25           Mandadory
- ------------------------------------------------------------------------------------------------------------
6            Payment Nature                                    Varchar      1            Mandadory
- ------------------------------------------------------------------------------------------------------------
7            Payment code                                      Char         15           Mandadory
- ------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------
9            Payment date                                      Date         8            Mandadory
- ------------------------------------------------------------------------------------------------------------
10           Payment currency (ISO code)                       Char         3            Mandadory
- ------------------------------------------------------------------------------------------------------------
11           Payment amount in currency                        Decimal      20           Mandadory
- ------------------------------------------------------------------------------------------------------------
12           Payment mode (*)                                  Varchar      3            Conditional
- ------------------------------------------------------------------------------------------------------------
(*) To fill in when Payment Nature = P



>>       Debtors
         -------

Debtors file must be provided, if updated, for each Cut-Off Period.

All  originators  of a  transaction  must have the same Debtor Group Id to allow
concentration  calculations across originators or a cross-reference table should
be managed.


>>       File format
         -----------


                                    Page 133




                                                                              
- ---------------------------------------------------------------------------------------------------------------
  Sequence                          Data                            Format     Length    Mandatory/Optional
- ---------------------------------------------------------------------------------------------------------------
1            File Type = "D"                                    Char           1       Mandatory
- ---------------------------------------------------------------------------------------------------------------
2            Originator ID within BNP Paribas referential       Int            10      Mandatory
- ---------------------------------------------------------------------------------------------------------------
3            Debtor's Group ID                                  Varchar        25      Mandatory
- ---------------------------------------------------------------------------------------------------------------
4            Debtor's external ID (VAT)                         Varchar        35      Mandatory
- ---------------------------------------------------------------------------------------------------------------
5            Debtor's ID in originator's referential            Varchar        25      Mandatory
- ---------------------------------------------------------------------------------------------------------------
6            Debtor's name                                      Char           32      Mandatory
- ---------------------------------------------------------------------------------------------------------------
7            Debtor's main contact name regarding recovery.     Char           32      Mandatory
- ---------------------------------------------------------------------------------------------------------------
8            Debtor's address (Street name, street number,...)  Varchar        32      Mandatory
- ---------------------------------------------------------------------------------------------------------------
9            Supplementary Debtor's address                     Varchar        32      Mandatory
- ---------------------------------------------------------------------------------------------------------------
10           Debtor's department                                Varchar        32      Optional
- ---------------------------------------------------------------------------------------------------------------
11           Postcode                                           Varchar        8       Mandatory
- ---------------------------------------------------------------------------------------------------------------
12           City                                               Char           32      Mandatory
- ---------------------------------------------------------------------------------------------------------------
13           Country code (Iso Code)                            Char           2       Mandatory
- ---------------------------------------------------------------------------------------------------------------
14           Contact telephone                                  Varchar        20      Optional
- ---------------------------------------------------------------------------------------------------------------
15           Contact fax                                        Varchar        20      Optional
- ---------------------------------------------------------------------------------------------------------------
16           Contact Email                                      Varchar        50      Optional
- ---------------------------------------------------------------------------------------------------------------
17           Debtor nature                                      Char           3       Mandatory
- ---------------------------------------------------------------------------------------------------------------
18           Original internal risk rating of a debtor          Varchar        4       Blank
- ---------------------------------------------------------------------------------------------------------------
19           Current internal risk rating of a debtor           Varchar        4       Blank
- ---------------------------------------------------------------------------------------------------------------
20           Entity Nature                                      Char           3       Blank
- ---------------------------------------------------------------------------------------------------------------


First 20 fields have to be populated (or left blank for fields 18-19 and 20).


                                    Page 134



                                   APPENDIX 1
                                COMMON SCHEDULES

                                   SCHEDULE 27
     FORM OF SOLVENCY CERTIFICATE IN RESPECT OF THE SELLERS AT CLOSING DATE



                         [on letterhead of the Sellers]



FRANCE TITRISATION
(as Management Company of the FCC CROWN RECEIVABLES EUROPE)
Immeuble Tolbiac
75450 Paris Cedex 09
France
Attention:        Monsieur Michel Duhourcau, Secretaire General
ACI:              CTA01A1

                                                                   Paris, [Date]



Re: FCC CROWN RECEIVABLES EUROPE -- Solvency Certificate

This closing  certificate  is delivered as of the date hereof in relation to the
"Master  Receivables  Transfer and Servicing  Agreement" (the Agreement) entered
into on the date hereof and the  securitisation  transaction  of the Crown Group
deriving therefrom (the Transaction).

Capitalised  terms in this  certificate  shall,  save otherwise  defined in this
certificate, have the meaning given to them in the Agreement.

A- With respect to the French Sellers
- -------------------------------------

I, the  undersigned,  acting as Directeur  General Delegue of the Parent Company
and Directeur General of each of the French Sellers, having, inter alia:

           (i)       examined the French  Sellers'  books,  records and accounts
                     (including management accounts);

           (ii)      considered the provisions of the FCC Transaction  Documents
                     to which the French Sellers are a party; and

           (iii)     made all due enquiries and  considered all matters which we
                     consider  relevant  to the  French  Sellers'  business  and
                     financial position,


                                    Page 135


hereby certify and without personal  liability make the following  confirmations
with respect to the French Sellers:

(a)        as at the date hereof, the French Sellers are not insolvent or unable
           to pay their debts as they fall due and will not become  unable to do
           so (en etat de cessation des  paiements) by the mere fact of entering
           into  the  FCC  Transaction  Documents  or  performing  any of  their
           obligations  under the FCC Transaction  Documents to which they are a
           party;

(b)        the French  Sellers are not the subject of (i) any  arrangement  with
           their  creditors  or amicable  settlement  as regulated by Title I of
           Book VI of the French Code de Commerce (formerly law n(degree) 84-148
           of 1st March  1984,  as  amended),  (ii)  insolvency  proceedings  as
           regulated  by  Title  II of Book VI of the  French  Code de  Commerce
           (formerly  law  n(degree)  85-98 of 25 January  1985, as amended) nor
           (iii) analogous proceedings under French law or under the laws of any
           relevant jurisdiction;

(c)        no receiver,  administrative  receiver,  mandataire ad hoc or similar
           officer  has  been  appointed  to  manage  all or part of the  French
           Sellers' assets;

(d)        no step or decision  has been taken for the partial or total  winding
           up of the French Sellers, their dissolution or liquidation or for the
           partial or total sale of their business;

(e)        having made all appropriate investigations,  no event has occurred or
           may occur which (i) might lead to any of the situations  mentioned in
           paragraphs  (a),  (b),  (c) or (d) above or (ii)  would  justify  the
           initiation of an alert proceeding (procedure d'alerte); and

(f)        none of the FCC Transaction Documents to which the French Sellers are
           a party nor the performance of any of their obligations under the FCC
           Transaction Documents to which the French Sellers are a party will be
           an  "unusual   transaction"  at  an  undervalue  (contrat  commutatif
           desequilibre)  within the meaning of article L.  621-107  2(degree)of
           the French Code de commerce.

B- With respect to the English Sellers
- --------------------------------------

I, the undersigned, acting as the Chief Financial Officer of each of the English
Sellers, having, inter alia:

           (i)        duly  considered the provisions of Sections 123 and 238 to
                      245 and Section 423 of the Insolvency Act 1986 (the Act);

           (ii)       examined the English Sellers' books,  records and accounts
                      (including management accounts);

           (iii)      considered the provisions of the FCC Transaction Documents
                      to which the English Sellers are a party; and


                                    Page 136


           (iv)       made all due enquiries and considered all matters which we
                      considered  relevant to the English Sellers'  business and
                      financial position,

have determined and hereby certify without  personal  liability on behalf of the
English Sellers, that:

1.         the  English  Sellers  are not unable to pay their  debts  within the
           meaning of Section  123 of the Act (but,  for this  purpose,  without
           reference to the words "it is proved to the satisfaction of the court
           that"  in  section  123(1)(e)  and  s123(2))  and to the  best  of my
           knowledge and belief would not become unable to do so in  consequence
           of entering into the FCC  Transaction  Documents or performing any of
           their obligations  under the FCC Transaction  Documents to which they
           are a party;

2.         no corporate action has been taken or is pending, no other procedures
           or steps have been  taken in  relation  to, and no legal  proceedings
           have been commenced or are threatened or are pending with a view to:

           (a)       the   suspension   of  payments,   a   moratorium   of  any
                     indebtedness,   winding   up,   liquidation,   dissolution,
                     administration  (whether  out of  court  or  otherwise)  or
                     reorganisation (by way of voluntary arrangement,  scheme of
                     arrangement or otherwise) of the English Sellers;

           (b)       the entry into any  composition,  assignment or arrangement
                     with any creditor of the English Sellers;

           (c)       the  appointment  of a liquidator,  trustee in  bankruptcy,
                     judicial   custodian,    compulsory   manager,    receiver,
                     administrative receiver, administrator,  nominee or similar
                     officer (in each case,  whether out of court or  otherwise)
                     in respect of the English Sellers or any of their property,
                     undertaking or assets;

           (d)       a meeting of the English Sellers,  their directors or their
                     members being convened for the purpose of  considering  any
                     resolution  for, or to petition for, or to apply for, or to
                     file  documents   with  a  court  for,  their   winding-up,
                     administration  (whether  out of court or any  registrar or
                     otherwise) or dissolution or any such resolution is passed;

           (e)       any person  presenting a petition or an application for the
                     English Sellers' winding-up, administration (whether out of
                     court or otherwise) or dissolution;

           (f)       the English Sellers' directors or other officers requesting
                     the  appointment of or giving notice of their  intention to
                     appoint  or  take  any  step  with a view to  appointing  a
                     liquidator,  trustee  in  bankruptcy,  judicial  custodian,
                     compulsory  manager,  receiver,   administrative  receiver,


                                    Page 137


                     administrator  (whether  out  of  court  or  otherwise)  or
                     similar officer; or

           (g)       any analogous or  equivalent  procedure or step being taken
                     in any jurisdiction.

3.         none of the  transactions  or  arrangements  contemplated  by the FCC
           Transaction Documents to which they are a party will be a transaction
           at an  undervalue  within the meaning of Section 238 of the Act since
           the  value in  money or  money's  worth  of the  consideration  to be
           provided by the English  Sellers  pursuant to their entry into or the
           performance  of the FCC  Transaction  Documents  to which  they are a
           party  will not be  significantly  less  than  the  value in money or
           money's  worth of the  consideration  to be  received  by the English
           Sellers;

4.         the  transactions as envisaged by the FCC  Transaction  Documents and
           the execution of the FCC  Transaction  Documents to which the English
           Sellers are expressed to be a party  (including all obligations to be
           assumed by the English  Sellers in connection  therewith),  are being
           carried out by the English Sellers in good faith and for the purposes
           of  carrying  on their  business,  and in the  opinion of the English
           Sellers'  board  of  directors,  there  are  reasonable  grounds  for
           believing that the sale of such receivables and the execution of such
           FCC Transaction Documents will benefit the English Sellers;

5.         in entering into the transactions as envisaged by the FCC Transaction
           Documents, the English Sellers are not influenced by a desire to give
           a preference to any person as  contemplated by Section 239 of the Act
           nor is it the  English  Sellers'  intention  or  the  purpose  of the
           English Sellers'  actions to put any of its property,  undertaking or
           assets  beyond the reach of any person who is making,  or may at some
           time make,  a claim  against  them or of  otherwise  prejudicing  the
           interests  of such a person  in  relation  to the  claim  which he is
           making or may make;

6.         the value of the  assets of the  English  Sellers  are now,  and will
           remain  immediately  after  the  completion  of the  FCC  Transaction
           Documents to which they are a party,  greater than their liabilities,
           taking into account their prospective and contingent  liabilities for
           the  purposes of Section 123 of the Act (and for all other  purposes)
           and there is no reason for believing  that this state of affairs will
           not continue; and

7.         no execution, distress or diligence is being levied against the whole
           or any part of the English Sellers'  property,  undertaking or assets
           nor are any analogous proceedings being commenced against the English
           Sellers under the laws of any jurisdiction.




                                    Page 138






- -------------------------------------------------

Name: Howard Lomax
Title: Chief Financial Officer, Directeur
General Delegue and Directeur General



                                    Page 139




                                   APPENDIX 2
                          SCHEDULES SPECIFIC TO FRANCE

                                   SCHEDULE 1
                     ELIGIBILITY CRITERIA SPECIFIC TO FRANCE

Each  Receivable  offered  for sale and  transferred  to the FCC by the  Sellers
incorporated  in France on a given Transfer Date,  shall,  on the  corresponding
Information  Date and such  Transfer  Date,  satisfy the  Eligibility  Criteria,
namely all the criteria  listed in Schedule 2 of Appendix 1 and all the criteria
listed below:

1.   The  Receivable  is  payable  in  Euro  in   Metropolitan   France  (France
     Metropolitaine).

2.   The Receivable is not subject to sub-contracting  pursuant to Law n(degree)
     75-1334 of 31 December 1975.

3.   The Receivable is fully and directly payable to the Seller, in its own name
     and for its own account.




                                    Page 140





                                   APPENDIX 2
                          SCHEDULES SPECIFIC TO FRANCE

                                   SCHEDULE 2
                     CONDITIONS PRECEDENT SPECIFIC TO FRANCE

In addition to  Schedule 6 of  Appendix  1, the Sellers  incorporated  in France
shall further comply with the following specific condition precedent:

1.   On the Closing Date, the Management Company shall have received,  in a form
     and  substance   satisfactory  to  the  Management   Company,   a  Solvency
     Certificate  issued by the Directeur  General Delegue of the Parent Company
     and the Directeur General of each of the French Sellers in the form set out
     in Schedule 27 of Appendix 1.

2.   On or prior to each Principal  Transfer Date, the Management  Company shall
     have  received,  in a form and  substance  satisfactory  to the  Management
     Company, a Solvency  Certificate issued by the Directeur General Delegue of
     the Parent Company and the Directeur  General of each of the French Sellers
     in the form set out in Schedule 24 of Appendix 1.




                                    Page 141




                                   APPENDIX 2
                          SCHEDULES SPECIFIC TO FRANCE

                                   SCHEDULE 3
   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE FRENCH SELLERS

In addition to  Schedule 8 of  Appendix  1, the Sellers  incorporated  in France
shall further undertake to the Management  Company and the Custodian that, on an
half-yearly basis, but in any event within 90 days after 31 December and 30 June
of each  year,  the  Management  Company  shall  have  received,  in a form  and
substance  satisfactory to the Management Company,  an Auditor's  Certificate in
respect of the French Sellers in the form set out in Schedule 6 of this Appendix
2.







                                    Page 142


                                   APPENDIX 2
                          SCHEDULES SPECIFIC TO FRANCE

                                   SCHEDULE 4
  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE FRENCH SERVICERS

In addition to Schedule 9 of Appendix 1, the  Servicers  incorporated  in France
shall further  undertake to the Management  Company and the Custodian  that, for
all payments  related to the Bonduelle  Group of Debtors,  as soon as on a given
month they are not paid  through  VCom within 60 days from their  issuance,  the
relevant French Servicer undertakes to inform the Management Company with a copy
to the Custodian and to amend the relevant Due Dates in its IT Systems.




                                    Page 143




                                   APPENDIX 2
                          SCHEDULES SPECIFIC TO FRANCE

                                   SCHEDULE 5
          REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE
                          FRENCH ADMINISTRATIVE AGENT

                                      none







                                    Page 144




                                   APPENDIX 2
                          SCHEDULES SPECIFIC TO FRANCE

                                   SCHEDULE 6
                          FORM OF AUDITOR'S CERTIFICATE




    [sur papier a en-tete des commissaires aux comptes des Cedants Francais]




FRANCE TITRISATION
(en qualite de societe de gestion du FCC CROWN RECEIVABLES EUROPE)
[o]
[o]
France
Attention:        [o]
Facsimile:        [o]




                     ATTESTATION DU COMMISSAIRE AUX COMPTES
                     --------------------------------------





Monsieur,

La presente  attestation  a ete etablie,  a votre  demande,  dans le contexte du
programme de titrisation des creances  commerciales  qui resultent de l'activite
de  prestation  de  services  et de  fourniture  de  biens  dans le  domaine  de
l'emballage  alimentaire  des filiales  europeennes de Crown  European  Holdings
(ci-apres  l'Operation)  et plus  precisement du contrat de cession des creances
(Master  Receivables  Transfer and Servicing  Agreement)  conclu le 21 juin 2005
(ci-apres le ( Contrat ))  notamment  entre [Crown  Emballage  France SAS -
Crown Bevcan SAS] (ci-apres la ( Societe )), France  Titrisation en qualite de
Societe de Gestion et BNP Paribas en qualite de Depositaire  (ci-apres le ( FCC
)).

En tant que  commissaire  aux comptes de la Societe,  nous vous  confirmons  les
elements suivants :

1.   Dans le cadre des derniers  comptes de la Societe sur  lesquels  nous avons
     exprime une opinion  (les comptes  [annuels]  au 31/12/XX)  nous avons eu a
     apprecier le bien fonde de  l'utilisation  pour la preparation  des comptes
     par la direction de la convention  de base de continuite de  l'exploitation
     conformement  a la norme 2-435 de la Compagnie  Nationale des  Commissaires
     aux Comptes.



                                    Page 145



2.   Nous avons obtenu, conformement a la loi francaise, la situation de l'actif
     realisable  et  du  passif  exigible  de  la  Societe  au  [30/06/XX]  -
     [31/12/XX] et avons mene des entretiens aupres de certains  responsables de
     la Societe concernant le processus et les principes adoptes pour etablir la
     situation de l'actif  realisable et du passif  exigible  conformement  a la
     norme 5-101 de la CNC.

3.   Pour  les  besoins  de la  presente,  nous  avons  realise  les  diligences
     suivantes (a remplir/adapter selon les cas) :

         (a)      Nous avons eu des entretiens avec la direction de la Societe;

         (b)      Nous   avons   revu   les    proces-verbaux    des    conseils
                  d'administration    de   la   Societe    jusqu'au   [date   de
                  l'attestation];

         (c)      Nous avons  obtenu une lettre  d'affirmation  du  President du
                  Conseil d'Administration de la Societe ;

         (Entre la date de notre dernier rapport et la date de l'attestation :)
          ---------------------------------------------------------------------

         (d)      Nous avons obtenu les comptes  intermediaires de la Societe au
                  [30/06/XX]  -  [31/12/XX]  etablis par la  Direction  de la
                  Societe et revu leur coherence vis-a-vis de notre connaissance
                  de la Societe au moyen de  discussion  avec la direction de la
                  Societe.  Ces  comptes/comptes   consolides  n'ont  donc  fait
                  l'objet ni d'un audit ni d'un examen limite ;

         (e)      En ce qui concerne la periode du [30/06/XX] - [31/12/XX] au
                  [JJ/MM/AA  :  date  de  l'attestation],  il ne  nous a pas ete
                  demande par la direction d'effectuer un audit ou une revue des
                  etats  financiers a la date du  [JJ/MM/AA] ou pour une periode
                  posterieure.

         Par consequent, nous n'avons :

         -        realise aucun audit des etats  financiers de la Societe (ou de
                  ses comptes  consolides)  pour toute  periode  posterieure  au
                  31/12/XX   (sur  lesquels  nous  avions  emis  un  rapport  le
                  [JJ/MM/AA]) ; et

         -        realise aucun examen limite des etats financiers consolides de
                  la Societe pour toute periode  posterieure au 30/06/XX+1  (sur
                  lesquels nous avions emis un rapport le [JJ/MM/AA]).

         (f) [Autre a preciser].

4.   Il est bien  entendu  que nous  n'emettons  pas  d'avis  sur des  questions
     d'interpretation legale ou du caractere suffisant,  pour les besoins du FCC
     represente par France Titrisation agissant en qualite de Societe de Gestion
     et par BNP  Paribas  agissant  en qualite de  Depositaire,  des  diligences
     decrites au paragraphe precedent.



                                    Page 146



5.   A la date de la  presente  et compte tenu des  diligences  precitees,  nous
     n'avons  pas  connaissance  de faits de  nature  a nous  interroger  sur la
     continuite de  l'exploitation  et donc a declencher  la procedure  d'alerte
     prevue par l'article L. 234-1/L.  234-2 du Code de commerce (ancien article
     230-1 de la loi du 24 juillet 1966).

6.   La  presente   attestation  ne  couvre  pas  les  faits  et   circonstances
     susceptibles de survenir posterieurement au [date de l'attestation].

7.   Les diligences  citees aux  paragraphes 2 et 3 ci-dessus ne constituent pas
     un audit realise  conformement aux normes d'audit  generalement  admises en
     France. Si nous avions realise des diligences supplementaires, nous aurions
     pu avoir connaissance d'autres questions et nous vous en aurions fait part.
     Cependant,  de telles diligences  pourraient ne pas necessairement  reveler
     tous les aspects significatifs.

8.   Nous avons etabli la presente  attestation a l'attention du President de la
     Societe dans le seul  contexte du contrat  decrit  precedemment  et pour la
     seule information du Conseil  d'Administration de la Societe.  Elle ne peut
     etre  communiquee a un tiers sans notre accord prealable etant precise que,
     conformement  aux  dispositions du ss. 33 de la Norme n(degree) 4-105 de la
     CNCC,  elle peut etre  communiquee  par vous au FCC  represente  par France
     Titrisation  agissant  en qualite de Societe de Gestion et par BNP  Paribas
     agissant en qualite de  Depositaire  dans le cadre de leur  enquete sur les
     affaires  de la  Societe  pour  information.  Elle ne peut  etre  utilisee,
     diffusee  ou  citee  en  reference  au sein ou a  l'exterieur  des  entites
     precitees  pour  aucun  autre  objectif,  il  peut  seulement  y etre  fait
     reference dans les contrats conclus dans le cadre de l'Operation ou dans un
     document s'y rapportant directement.

9.   Les  diligences  evoquees  ci-dessus  s'inscrivent  dans le  contexte de la
     mission de commissariat aux comptes. De plus, elles ne sont pas destinees a
     remplacer  les  enquetes et  diligences  que le FCC  represente  par France
     Titrisation  agissant  en qualite de Societe de Gestion et par BNP  Paribas
     agissant en qualite de Depositaire  pourrait par ailleurs  mettre en oeuvre
     dans le cadre  du  Contrat.  En tant  que  Commissaire  aux  Comptes  de la
     Societe,  nous  sommes  responsables  a  l'egard  de la  Societe  et de ses
     actionnaires et nous n'acceptons pas d'extension de notre responsabilite au
     dela de ce qui est prevu par la loi francaise.

10.  PricewaterhouseCoopers Audit decline toute responsabilite vis-a-vis de tout
     tiers y compris  le FCC  represente  par  France  Titrisation  agissant  en
     qualite de Societe de  Gestion et par BNP  Paribas  agissant  en qualite de
     Depositaire  (et tout autre  cessionnaire  et ( sous ) partie liee par ce
     Contrat) en  relation  avec le Contrat (y compris,  sans  limitation,  pour
     actes de negligence et pour  non-respect de nos  obligations)  et ne pourra
     etre tenu  responsable  vis-a-vis  de tiers de leurs  pertes,  dommages  ou
     depenses de quelque nature que ce soit.

11.  En aucun cas  PricewaterhouseCoopers  Audit ne pourra etre tenu responsable
     des consequences  dommageables resultant d'un comportement dolosif ou



                                    Page 147



     d'une  fraude  commise  par les  administrateurs,  employes ou agents de la
     Societe.

12.  Cette  attestation est regie par la loi francaise.  Les tribunaux  francais
     auront la  juridiction  exclusive  concernant  toute  plainte,  conflit  ou
     differend  vis-a-vis  de notre lettre de mission ou toute lettre de confort
     s'y  rapportant,  y  compris  cette  attestation,   et  toute  question  se
     rapportant  a  l'ensemble  de  ces   documents.   Chaque   partie   renonce
     irrevocablement a ses droits de s'opposer a une action portee aupres de ces
     tribunaux,  de pretendre  que l'action a ete intentee  aupres d'un tribunal
     incompetent, ou que ces cours n'ont pas juridiction.



Paris, le [date du jour]


Le Commissaire aux Comptes
PricewaterhouseCoopers Audit

Nom de l'Associe




                                    Page 148




                                   APPENDIX 2
                          SCHEDULES SPECIFIC TO FRANCE

                                   SCHEDULE 7
                           FORM OF NOTICE OF TRANSFER




             [sur papier a en-tete de [la Societe de Gestion - du
                         Gestionnaire de Substitution]]





                                                Paris, le [.date.]


                                                [.denomination du Debiteur
                                                 Cede.]
                                                [.adresse.]
                                                [.adresse.]


Lettre recommandee avec accuse de reception
- -------------------------------------------


Objet :       notification d'instructions de paiement.

Madame, Monsieur,

Nous vous  informons  que,  en vertu  d'une  convention-cadre  de  cession et de
gestion de  creances  en date du 21 juin  2005,  la  societe  [odenomination  du
Cedanto]  (societe  [o] au  capital  de [o]  ayant  son  siege  social  au  [o],
immatriculee  au registre du commerce et des societes de [.] sous le numero [o])
(le  Cedant),  a cede au fonds  commun de creances  [o] (dont le Reglement a ete
signe en date du 21 juin 2005,  represente  par la  societe  de  gestion  France
Titrisation,  une societe  anonyme  immatriculee  au Registre du Commerce et des
Societes de Paris sous le numero 353 053 531, dont le siege social est situe 41,
Avenue  de  l'Opera,   75002  a  Paris)  (le  Cessionnaire),   conformement  aux
dispositions  des articles L. 214-43 et suivants du Code monetaire et financier,
les creances designees ci-dessous dont vous etes redevable envers le Cedant (les
Creances  Cedees).  [En outre,  en vertu d'une  convention  de  substitution  de
recouvrement de creances en date du 21 juin 2005, le  recouvrement  des Creances
Cedees a ete confie a GE  Factofrance  en  application de l'article L. 214-46 du
Code monetaire et financier.]




                                    Page 149






Designation des Creances Cedees :

- ----------------------------------------------------------------------------------------------------------------
                                            Liste des Creances Cedees
- ----------------------------------------------------------------------------------------------------------------

   Date     n(degree) de    Echeance       Mode de     Effet recu     Montant       Montant       Jours de
             facture                       reglement                               effet recu       retard
- ----------------------------------------------------------------------------------------------------------------
        
                           jour   mois
- ----------------------------------------------------------------------------------------------------------------



En consequence,  nous vous demandons de n'effectuer  aucun paiement au titre des
Creances Cedees autrement  qu'entre nos mains a compter de la reception par vous
de la presente notification conformement aux indications mentionnees ci-dessous.


Tout reglement au titre des Creances Cedees par virement devra etre effectue sur
le  compte  bancaire  du  Cessionnaire   dont  les  coordonnees  sont  precisees
ci-dessous :

Compte bancaire du Cessionnaire :

o        Banque :              [.]
o        N(degree) de compte : [.]
o        Code banque :         [.]
o        Code guichet :        [.]
o        Cle RIB :             [.]

Tout  reglement  au titre des  Creances  Cedees par cheque  devra etre libelle a
l'ordre  du  Cessionnaire  et les  cheques  devront  etre  adresses  a  [nom  du
gestionnaire des Creances Cedees - GE Factofrance].

Les billets a ordre,  lettres de change et traites  relatifs aux Creances Cedees
devront etre souscrits ou emis a l'ordre du Cessionnaire.

Nous  attirons  votre  attention sur le fait que seuls seront  liberatoires  les
paiements effectues conformement aux indications ci-dessus. Vous vous exposeriez
a payer deux fois la meme somme si votre paiement n'est pas effectue strictement
comme indique ci-dessus.  [Vous devrez, a compter de la reception de la presente
notification,   considerer  GE  Factofrance,   dont  les  coordonnees   figurent
ci-dessous,  comme votre


                                    Page 150



seul  interlocuteur  habilite a traiter  avec vous toute  question  relative  au
paiement des Creances Cedees.

GE FACTOFRANCE
Tour Facto
18, rue Hoche
92988 Paris La Defense Cedex
France

Telecopie :       01 46 35 69 00
Telephone :       01 46 35 70 98 / 01 46 35 68 33
E-mail :          [.]
Attention :       [.]

Nous vous prions egalement  d'informer sans delai  directement GE Factofrance de
toute exception au paiement des Creances Cedees que vous pourriez opposer.]

Nous vous prions  d'agreer,  Madame,  Monsieur,  l'expression de nos salutations
distinguees.

[France Titrisation - GE Factofrance],


...........................................
Nom :         [.]
Fonction :    [.]





                                    Page 151



                                   APPENDIX 3
                    SCHEDULES SPECIFIC TO THE UNITED-KINGDOM

                                   SCHEDULE 1
               ELIGIBILITY CRITERIA SPECIFIC TO THE UNITED-KINGDOM

Each  Receivable  offered  for  sale  and  transfer  to the  FCC by the  Sellers
incorporated in England and Wales, together with the related Contract, shall, on
the  corresponding  Information Date and Transfer Date,  satisfy the Eligibility
Criteria, namely all the criteria listed in Schedule 2 of Appendix 1 and all the
criteria listed below:

     1.   The Receivable is payable in Sterling in the United Kingdom.

     2.   The Receivable is payable to the relevant  Seller and collected by the
          English Administrative Agent, on behalf of such Seller.



                                    Page 152




                                   APPENDIX 3
                    SCHEDULES SPECIFIC TO THE UNITED-KINGDOM

                                   SCHEDULE 2
               CONDITIONS PRECEDENT SPECIFIC TO THE UNITED-KINGDOM

In addition to Schedule 6 of Appendix 1, the Sellers incorporated in England and
Wales shall further comply with the specific conditions precedent listed below:

1.         It shall have  granted to the FCC a power of attorney in the form set
           out in the Annex to this  Schedule 2 of  Appendix 3, on or before the
           Closing Date.

2.         On the Closing Date, the Management Company shall have received, in a
           form and substance satisfactory to the Management Company, a Solvency
           Certificate  issued  by the Chief  Financial  Officer  of the  Parent
           Company in respect of each of the English Sellers in the form set out
           in Schedule 27 of Appendix 1.

3.         On or prior to each Principal  Transfer Date, the Management  Company
           shall have  received,  in a form and  substance  satisfactory  to the
           Management  Company,  a  Solvency  Certificate  issued  by the  Chief
           Financial  Officer  of the Parent  Company in respect of the  English
           Sellers in the form set out in Schedule 24 of Appendix 1.




                                    Page 153




                                      Annex
                                      -----

                            Form of Power of Attorney

                         [Letterhead of English Seller]

THIS POWER OF  ATTORNEY  is made as a deed on [date] by [insert  name of English
Seller]  (registered  number [o]) whose registered office is at [insert address]
(the Principal) in favour of the FCC represented by the Management  Company (the
Attorney) whose registered office is at [o], France.

RECITALS

(A)        The Principal may from time to time, pursuant to a master receivables
           transfer and servicing agreement between, among others, the Principal
           and the Attorney, dated 21 June 2005 (the Master Receivables Transfer
           and  Servicing  Agreement)  make offers for the sale and  transfer of
           certain Eligible  Receivables  entered into in the ordinary course of
           the Principal's business.

(B)        Should  an offer  for the sale and  transfer  of the  Receivables  be
           accepted, the Principal shall transfer to the Attorney the benefit of
           certain  Eligible  Receivables  and  the  ancillary  rights  relating
           thereto (the Ancillary Rights) derived from and including the benefit
           of the Contractual Documents in respect of such Eligible Receivables.

(C)        The  Principal has agreed to appoint the Attorney its attorney in the
           manner hereinafter  appearing  irrevocably and by way of security for
           the performance of such undertakings.

(D)        Capitalised  terms  not  otherwise  defined  herein  shall  have  the
           meanings  ascribed  to them in the Master  Receivables  Transfer  and
           Servicing Agreement.

NOW THIS DEED WITNESSES AS FOLLOWS:

APPOINTMENT

THAT the  Principal  HEREBY  APPOINTS  the  Attorney  to be its true and  lawful
attorney  for it and in its  name and on the  Principal's  behalf  to do  and/or
perform  any of the  following  acts,  deeds and things or any of them as may be
within  the power of the  Principal,  subject  always to the  provisions  of the
Master Receivables Transfer and Servicing Agreement:

1.         to demand,  sue for and receive all moneys due or payable under or in
           respect of the Transferred Receivables or in respect of the Ancillary
           Rights;

2.         upon  payment of such moneys as are  referred to in clause 1 above or
           of any part thereof to give good receipts and discharges for the same
           and   to   execute   such   receipts,    releases,    re-assignments,
           retrocessions,  documents,  instruments



                                    Page 154



           and deeds as may be requisite or  advisable  to give  effect  to the
           terms of the FCC  Transaction Documents to which the Principal is a
           party;

3.         from time to time to  substitute  and appoint  severally  one or more
           persons as attorney or attorneys (the  Substitute  Attorneys) for all
           or any of the purposes aforesaid;

4.         to do  every  other  act or thing  and to  execute  all  such  deeds,
           documents  and  certificates  which  the  Attorney  may  deem  to  be
           necessary,  proper  or  expedient  for  all or  any of the  foregoing
           purposes; and

5.         to perfect,  protect or more fully  evidence  the title of the FCC in
           and to any or all  of  the  Transferred  Receivables,  the  Ancillary
           Rights and the related  Contractual  Documents  and to  exercise  any
           rights,  powers,  remedies  and  discretions  relating  to any of the
           foregoing  as  envisaged in the  above-mentioned  Master  Receivables
           Transfer  and  Servicing  Agreement  (including,  but not limited to,
           notifying  the  related  Debtors  pursuant  to clause 8 of the Master
           Receivables Transfer and Servicing Agreement);

AND the Principal hereby agrees at all times hereafter to ratify and confirm any
act,  matter or deed  whatsoever the Attorney or any  Substitute  Attorney shall
lawfully do or cause to be done  pursuant  to these  presents to the extent that
such act or acts and  execution are within the power of the Principal and within
the contemplation of this Power of Attorney;

AND the  Principal  hereby  agrees to indemnify  the Attorney or any  Substitute
Attorney  against any loss,  claim,  liability or expense  imposed upon the said
Attorney or any Substitute  Attorney as a result of any action taken by the said
Attorney or any Substitute  Attorney  pursuant to these presents save where such
loss,  claim,  liability or expense  arises as a result (in whole or in part) of
the bad faith,  negligence or wilful  default of the said Attorney or Substitute
Attorney;

AND the Principal  hereby  declares that,  these presents  having been given for
security  purposes and to secure  continuing  obligations of the Principal,  the
powers  hereby  created  shall be  irrevocable  and shall not be affected by the
bankruptcy, liquidation,  receivership, the making of an administration order or
appointment of an  administrative  receiver or any other  equivalent event of or
affecting the Principal;

DECLARATION

AND the Principal  hereby  declares that any person dealing with the Attorney or
any  Substitute  Attorney  shall not be  concerned  to see or  enquire as to the
propriety or expediency of any act, deed,  matter or thing which the Attorney or
Substitute Attorney may do or perform under the Principal's name.

DISCLOSURE

AND the Attorney or any  Substitute  Attorney  shall have full power to disclose
this Power of Attorney to  whomsoever  and in such manner as the Attorney or any




                                    Page 155


Substitute  Attorney shall, in their absolute  discretion  consider necessary or
desirable  including without limitation the exhibition of this Power of Attorney
for inspection.

AND the  laws  of  England  shall  apply  to  this  Power  of  Attorney  and the
interpretation  thereof  and  to all  acts  of the  Attorney  and/or  Substitute
Attorney carried out or purported to be carried out under or pursuant hereto.

THIS Power of Attorney shall terminate on [.]

IN WITNESS  whereof  the  Principal  has caused  this  Power of  Attorney  to be
executed and delivered as a deed this day and year first before written.


EXECUTED as a DEED                                   )
[insert company name of English Seller]              )
acting by two Directors                              )
or a Director and the Secretary:                     )









Director:


Director/Secretary:



                                    Page 156




                                   APPENDIX 3
                    SCHEDULES SPECIFIC TO THE UNITED-KINGDOM

                                   SCHEDULE 3
  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE ENGLISH SELLERS

                                      none





                                    Page 157




                                   APPENDIX 3
                    SCHEDULES SPECIFIC TO THE UNITED-KINGDOM

                                   SCHEDULE 4
      REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE ENGLISH
                                    SERVICERS

In addition to Schedule 9 of Appendix 1, the Servicers  incorporated  in England
shall further  undertake to the Management  Company and the Custodian that, save
the  Declaration of Trust,  there is no  Encumbrance  over or in relation to the
Collection  Account (or the proceeds of or any interest in such accounts) and it
is not a party to nor are any of such assets  bound by any order,  agreement  or
instrument  under  which it is or in certain  events may be  required to create,
assume or permit to arise any Encumbrance over or in relation to such assets.





                                    Page 158



                                   APPENDIX 3
                    SCHEDULES SPECIFIC TO THE UNITED-KINGDOM

                                   SCHEDULE 5
      REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE ENGLISH
                              ADMINISTRATIVE AGENT

                                      none



                                    Page 159




                                   APPENDIX 3
                    SCHEDULES SPECIFIC TO THE UNITED-KINGDOM

                                   SCHEDULE 6
                          FORM OF AUDITOR'S CERTIFICATE

                                      none




                                    Page 160




                                   APPENDIX 3
                    SCHEDULES SPECIFIC TO THE UNITED-KINGDOM

                                   SCHEDULE 7
                           FORM OF NOTICE OF TRANSFER




             [[Management Company's - GE Factofrance] letterhead]





                                                            Paris, [.date.]


                                                            [.name of Debtor.]
                                                            [.address.]
                                                            [.address.]


Registered mail with acknowledgement of receipt
- -----------------------------------------------


Re:   notification of payment instructions.
- --

Dear Sirs,

We hereby give you notice that  pursuant to a master  receivables  transfer  and
servicing   agreement  dated  21  June  2005,   [relevant   Seller]  (a  company
incorporated  under  the  laws  of  [o],  with  its  registered  office  at [o],
registered  with the trade and company  register  of [o] under  number [o]) (the
Seller),  assigned  to the FCC CROWN  RECEIVABLES  EUROPE  (the  Reglement  (FCC
Regulations)  of which has been  executed  on 21 June 2005,  represented  by the
management  company France  Titrisation,  a societe anonyme  registered with the
trade and companies register of Paris under number 353 053 531, whose registered
office is at 41, Avenue de l'Opera, 75002 Paris) (the Purchaser),  in accordance
with articles L. 214-43 et seq. of the French Code monetaire et financier,  each
of the  receivables  listed below due from you to the Seller (the  Receivables).
[In addition,  pursuant to a back-up servicing  agreement dated 21 June 2005, GE
Factofrance  has been  appointed  as  back-up  servicer  of the  Receivables  in
accordance with article L. 214-46 of the French Code monetaire et financier.]



                                    Page 161





                                         

Designation and identification of the Receivables:

- ------------------------------------------------------------------------------------------------------------------
                                               List of Receivables
- ------------------------------------------------------------------------------------------------------------------
   Date    Invoice no.       Due date         Method of    Trade bill      Amount     Amounts of   Days of delay
                                               Payment      received                  trade bill
                                                                                       received
- ------------------------------------------------------------------------------------------------------------------
                          day      month
- ------------------------------------------------------------------------------------------------------------------



As a  consequence  and with effect from the date of this  notice,  we inform you
that you must make all your payments in respect of the Receivables  according to
the instructions below.


Payments by bank transfer shall be made to the account below:

Bank account of the Purchaser:

o        Bank no.:             [.]
o        Account no.:          [.]
o        Bank code:            [.]
o        Guichet code:         [.]
o        RIB key:              [.]

Payments by cheques  shall be made to the order of the Purchaser and the cheques
shall be sent to [name of the relevant Servicer - GE Factofrance].

Promissory  notes  and  bills of  exchange  shall be  issued to the order of the
Purchaser.

We draw your  attention  on the fact that you will  only be  discharged  of your
payment obligations by following the instructions above. You could be exposed to
pay twice the same amount if your  payment is not made  strictly  in  accordance
with the  instructions  above,  even though you pay  directly  the Seller.  [Any
request for information or any claim must imperatively be sent to GE Factofrance
whose details are shown above.



                                    Page 162



GE FACTOFRANCE
Tour Facto
18, rue Hoche
92988 Paris La Defense Cedex
France

Facsimile:        01 46 35 69 00
Telephone:        01 46 35 70 98 / 01 46 35 68 33
E-mail:           [.]
Attention:        [.]

We also request that you inform forthwith GE Factofrance of any right of defence
you may be in a position to exercise  against the  Purchaser  arising  under the
Receivables.]

Yours faithfully,

[France Titrisation - GE Factofrance],



...........................................
Name:         [.]
Title:        [.]





                                    Page 163





                                                                                                 
                                    CONTENTS

CLAUSE                                                                                             PAGE



SECTION I: DEFINITIONS AND INTERPRETATION............................................................3

1        DEFINITIONS AND INTERPRETATION..............................................................3
1.1      INCORPORATION OF DEFINITIONS................................................................3
1.2      PRINCIPLES OF CONSTRUCTION..................................................................3
1.3      COMMON TERMS................................................................................3

SECTION II: ASSIGNMENT OF RECEIVABLES................................................................4

2        COMMITMENT TO SELL THE RECEIVABLES TO THE FCC...............................................4
2.1      COMMITMENT TO SELL..........................................................................4
2.2      ACCEPTANCE..................................................................................4
2.3      SELECTION OF THE RECEIVABLES................................................................4
2.4      FINANCING ELIGIBILITY CRITERIA..............................................................4

3        OFFER AND ACCEPTANCE........................................................................5
3.1      INDIVIDUAL TRANSFER OFFER...................................................................5
3.2      CONSISTENCY TESTS...........................................................................5

3.4      NO EFFECTIVE TRANSFER.......................................................................6
3.5      NO INDEPENDENT INVESTIGATION................................................................6

4        ASSIGNMENT OF RECEIVABLES...................................................................7
4.1      PROCEDURE...................................................................................7
4.2      TRANSFER DOCUMENT...........................................................................7
4.3      EFFECT......................................................................................7
4.4      ADDITIONAL FORMALITIES......................................................................8
4.5      NO FORMALITIES IN RELATION TO ANCILLARY RIGHTS..............................................8
4.6      FAILURE TO PERFORM..........................................................................8

5        PURCHASE PRICE..............................................................................8
5.1      DETERMINATION OF THE PURCHASE PRICE.........................................................8
5.2      PAYMENT OF THE PURCHASE PRICE...............................................................9
         5.2.1    Computation of the Initial Purchase Price and the Deferred Purchase Price..........9




                                    Page 164



         5.2.2    Payment of the Initial Purchase Price..............................................9
         5.2.3    Payment of the Deferred Purchase Price.............................................9
5.3      DISCHARGE...................................................................................9

6        FAILURE TO CONFORM TO THE ELIGIBILITY CRITERIA.............................................10
6.1      REMEDIES...................................................................................10
6.2      PROCEDURE..................................................................................10
6.3      CONSEQUENCES...............................................................................11

7        OPTION TO REPURCHASE.......................................................................11

8        PERFECTION OF TRANSFER AGAINST DEBTORS.....................................................12

9        LIQUIDATION OF THE FCC.....................................................................12

SECTION III: SERVICING AND COLLECTION OF RECEIVABLES................................................14

10       APPOINTMENT OF THE SERVICERS...............................................................14
10.1     APPOINTMENT AND RESPONSIBILITIES...........................................................14
10.2     ACCEPTANCE OF APPOINTMENT..................................................................14
10.3     AUTHORITY OF THE SERVICERS.................................................................15

11       SUB-CONTRACTS..............................................................................15

12       COLLECTION ACCOUNTS........................................................................16
12.1     BANK ACCOUNTS..............................................................................16
12.2     COLLECTION ACCOUNT SECURITY AGREEMENT......................................................17
12.3     CHANGES TO COLLECTION ACCOUNTS.............................................................17
12.4     COLLECTION ACCOUNT BANK RATING.............................................................17
12.5     ADDITIONAL COLLECTION ACCOUNTS.............................................................18
12.6     OPERATION OF ACCOUNTS......................................................................18
12.7     COLLECTION RECORDS.........................................................................18

13       COLLECTIONS OF RECEIVABLES.................................................................18
13.1     COLLECTIONS................................................................................18
13.2     RECONCILIATION OF THE COLLECTIONS..........................................................19
13.3     INSTRUCTIONS TO THE COLLECTION ACCOUNT BANKS...............................................19
13.4     DILUTIONS..................................................................................19
13.5     APPORTIONMENT OF COLLECTIONS...............................................................20

14       CONTRACTUAL DOCUMENTS AND FILES............................................................20

15       MANAGEMENT OF THE DEBTOR ACCOUNTS..........................................................21

16       REPORTS....................................................................................22




                                    Page 165


16.1     INDIVIDUAL REPORT..........................................................................22
16.2     CONSOLIDATED REPORT........................................................................22
16.3     ADDITIONAL INFORMATION.....................................................................22

17       ENFORCEMENT................................................................................22

18       RECORDS....................................................................................23
18.1     MAINTENANCE OF RECORDS.....................................................................23
18.2     ACCESS TO RECORDS..........................................................................23
18.3     AUDIT OF THE COMPUTER FILES, THE INDIVIDUAL REPORTS AND THE CONSOLIDATED REPORTS...........24
18.4     ADJUSTMENTS..................................................................................

19       SERVICING FEE..............................................................................24

20       TERMINATION OF APPOINTMENT.................................................................25
20.1     SERVICER TERMINATION DATE..................................................................25
20.2     ADMINISTRATIVE AGENT TERMINATION DATE......................................................25
20.3     SUBSTITUTION...............................................................................25

20.5     DUTIES OF THE BACK-UP SERVICER.............................................................27
20.6     FEES UPON TERMINATION........................................................................

SECTION IV: RELATIONSHIP BETWEEN THE PARTIES AND CHANGES TO PARTIES.................................28

21       APPOINTMENT OF THE FRENCH ADMINISTRATIVE AGENT.............................................28
21.1     APPOINTMENT AND AUTHORITY OF THE FRENCH ADMINISTRATIVE AGENT...............................28
21.2     ACCEPTANCE OF APPOINTMENT..................................................................29

21.4     DURATION OF THE APPOINTMENT................................................................29
21.5     FEES.......................................................................................29

22       APPOINTMENT OF THE ENGLISH ADMINISTRATIVE AGENT............................................29
22.1     APPOINTMENT AND AUTHORITY OF THE ENGLISH ADMINISTRATIVE AGENT..............................29
22.2     ACCEPTANCE OF APPOINTMENT..................................................................30
22.3     LIABILITIES................................................................................30
22.4     DURATION OF THE APPOINTMENT................................................................31
22.5     FEES.......................................................................................31




                                    Page 166



23       RIGHT OF RECOURSE..........................................................................31
23.1     NO LIABILITY AGAINST THE FCC...............................................................31
23.2     OBLIGATIONS SEVERAL........................................................................31
23.3     OBLIGATIONS IN RESPECT OF THE TRANSFERRED RECEIVABLES......................................31

24       CHANGES TO THE SELLERS.....................................................................32
24.1     RESIGNATION OF A SELLER....................................................................32
24.2     MANDATORY CANCELLATION.....................................................................32
24.3     ADDITIONAL SELLERS.........................................................................33

SECTION V: REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.............................................34

25       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE SELLERS................................34

26       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE SERVICERS..............................34

27       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF EACH ADMINISTRATIVE AGENT..................34

28       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE MANAGEMENT COMPANY AND THE CUSTODIAN...35

SECTION VI: MISCELLANEOUS...........................................................................36

29       PARTIAL INVALIDITY.........................................................................36

30       TRANSFER OF RIGHTS.........................................................................36

31       AMENDMENTS.................................................................................37

32       INCREASE OF THE FCC MAXIMUM AMOUNT.........................................................37

33       GOVERNING LAW AND SETTLEMENT OF DISPUTES...................................................37
33.1     GOVERNING LAW..............................................................................37
33.2     SETTLEMENT OF DISPUTES.....................................................................37

APPENDIX 1 COMMON SCHEDULES.........................................................................40



                                    Page 167


SCHEDULE 1 LIST OF SELLERS AND SERVICERS............................................................40
         Part A List of French Sellers and French Servicers.........................................40
         Part B List of English Sellers and English Servicers.......................................41
SCHEDULE 2 ELIGIBILITY CRITERIA COMMON TO ALL RECEIVABLES...........................................42
         Part A The Receivable and the underlying provisions........................................42
         Part B Ownership of the Receivable - No third party rights.................................42
         Part C Compliance with any applicable law - Validity of the obligations....................43
         Part D Contractual Documents...............................................................43
         Part E Servicing of the Receivable - Identification of the Receivable......................44
         Part F Financial and tax characteristics of the Receivable.................................44
         Part G Debtor of the Receivable............................................................44
SCHEDULE 3 LIST OF COLLECTION ACCOUNTS..............................................................46

SCHEDULE 5 FORM OF TRANSFER DOCUMENT................................................................50
SCHEDULE 6 CONDITIONS PRECEDENT.....................................................................54
         Part A Conditions precedent prior to or on the Closing Date or the first Transfer Date.....54
         Part B Conditions precedent prior to each Transfer Date or each Principal Transfer Date....55
         Part C Other conditions precedent required to be delivered.................................56
         Part D Conditions precedent required to be delivered by a new Seller.......................56
         Part E Benefit of the conditions precedent.................................................57
         Part F Conditions precedent not satisfied..................................................57
SCHEDULE 7 FORM OF CUSTODY PROCEDURES REPORT........................................................58
SCHEDULE 8 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS COMMON TO ALL SELLERS.......................61
         Part A Representations and warranties of the Sellers.......................................61
         Part B Undertakings of the Sellers.........................................................64
SCHEDULE 9 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS COMMON TO ALL SERVICERS.....................70
         Part A Representations and warranties of the Servicers.....................................70
         Part B Undertakings of the Servicers.......................................................73
SCHEDULE 10 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS COMMON TO THE ADMINISTRATIVE AGENTS........79
         Part A Representations and warranties of the Administrative Agents.........................79
         Part B Undertakings of the Administrative Agents...........................................81
SCHEDULE 11 REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT COMPANY AND THE CUSTODIAN..............84
         Part A Representations and warranties of the Management Company............................84
         Part B Representations and warranties of the Custodian.....................................84
SCHEDULE 12 POTENTIAL EVENTS OF DEFAULT COMMON TO ALL SELLERS, SERVICERS, ADMINISTRATIVE AGENTS AND
         PARENT COMPANY.............................................................................86
         Part A Seller, Servicer, Administrative Agent and Parent Company Potential Events of Default86
         Part B  Consequences  of a  Seller,  Servicer,  Administrative  Agent  and  Parent  Company
                  Potential Event of Default........................................................87
SCHEDULE 13 EVENTS OF DEFAULT AND EARLY AMORTISATION EVENTS COMMON TO ALL SELLERS, SERVICERS,
         ADMINISTRATIVE AGENTS AND PARENT COMPANY...................................................89




                                    Page 168


         Part A  Seller,  Servicer,  Administrative  Agent and Parent  Company  Events of Default and
                  Early Amortisation Events.........................................................89
         Part B Consequences of a Seller,  Servicer,  Administrative Agent or Parent Company Event of
                  Default or Early Amortisation Event...............................................91
         Part C Receivables Event of Default........................................................93
         Part D Consequences of a Receivables Event of Default......................................93

         1.       File name.........................................................................95
         2.       File format.......................................................................95
         3.       File type.........................................................................96
SCHEDULE 15 FORM OF CONSOLIDATED REPORT............................................................103
SCHEDULE 16 FORM OF RESIGNATION LETTER.............................................................104
SCHEDULE 17 FORM OF REQUEST TO ADD AN ADDITIONAL SELLER............................................106
SCHEDULE 18 FORM OF ACCESSION LETTER...............................................................108
SCHEDULE 19 FORM OF CONSOLIDATED TRANSFER OFFER....................................................110
SCHEDULE 20 FORM OF ACCEPTANCE.....................................................................113
SCHEDULE 21 FORM OF NOTICE OF REFUSAL..............................................................115
SCHEDULE 22 FORM OF AUDITOR'S CERTIFICATE IN RESPECT OF THE PARENT COMPANY.........................117
SCHEDULE 23 FINANCING ELIGIBILITY CRITERIA.........................................................121
SCHEDULE 24 FORM OF SOLVENCY CERTIFICATE IN RESPECT OF THE SELLERS.................................122
SCHEDULE 25 FORM OF INDIVIDUAL RETRANSFER REQUEST..................................................126
SCHEDULE 26 FORM OF COMPUTER FILE..................................................................128
SCHEDULE 27 FORM OF SOLVENCY CERTIFICATE IN RESPECT OF THE SELLERS AT CLOSING DATE.................135

APPENDIX 2 SCHEDULES SPECIFIC TO FRANCE............................................................140
SCHEDULE 1 ELIGIBILITY CRITERIA SPECIFIC TO FRANCE.................................................140
SCHEDULE 2 CONDITIONS PRECEDENT SPECIFIC TO FRANCE.................................................141
SCHEDULE 3 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE FRENCH SELLERS.............142
SCHEDULE 4 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE FRENCH SERVICERS...........143
SCHEDULE 5 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE FRENCH ADMINISTRATIVE AGENT144
SCHEDULE 6 FORM OF AUDITOR'S CERTIFICATE...........................................................145
SCHEDULE 7 FORM OF NOTICE OF TRANSFER..............................................................149

APPENDIX 3 SCHEDULES SPECIFIC TO THE UNITED-KINGDOM................................................152
SCHEDULE 1 ELIGIBILITY CRITERIA SPECIFIC TO THE UNITED-KINGDOM.....................................152
SCHEDULE 2 CONDITIONS PRECEDENT SPECIFIC TO THE UNITED-KINGDOM.....................................153
SCHEDULE 3 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE ENGLISH SELLERS............157





                                    Page 169


SCHEDULE 4 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE ENGLISH SERVICERS..........158
SCHEDULE 5 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SPECIFIC TO THE ENGLISH ADMINISTRATIVE AGENT159
SCHEDULE 6 FORM OF AUDITOR'S CERTIFICATE...........................................................160
SCHEDULE 7 FORM OF NOTICE OF TRANSFER..............................................................161






                                    Page 170



                                  21 June 2005







                               FRANCE TITRISATION
                             (as Management Company)



                                   BNP PARIBAS
                                 (as Custodian)



                 The ENTITIES listed in Schedule 1 of Appendix 1
                            (as Sellers or Servicers)



                           CROWN EMBALLAGE FRANCE SAS
                        (as French Administrative Agent)



                             CROWN PACKAGING UK PLC
                        (as English Administrative Agent)






================================================================================

                          FCC CROWN RECEIVABLES EUROPE


               MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT


================================================================================

EX-31

EXHIBIT 31.1

CERTIFICATION

I, John W. Conway, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Crown Holdings, Inc. (“the registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   August 4, 2005	/s/ John W. Conway
	John W. Conway
	Chief Executive Officer

EX-31

EXHIBIT 31.2

CERTIFICATION

I, Alan W. Rutherford, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Crown Holdings, Inc. (“the registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   August 4, 2005	/s/ Alan W. Rutherford
	Alan W. Rutherford
	Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Crown Holdings, Inc. (the “Company”) on Form 10–Q for the period ending June 30, 2005 (the “Report”), each of the undersigned officers certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes–Oxley Act of 2002, that:

(1)      the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)      the information contained in the Report fairly presents, in all material respects, the financial position and results
          of operations of the Company.

Date:  August 3, 2005	/s/ John W. Conway
	John W. Conway
	Chairman of the Board,
	President and Chief Executive Officer
Date:  August 3, 2005	/s/ Alan W. Rutherford
	Alan W. Rutherford
	Vice Chairman of the Board,
	Executive Vice President and
	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to this Quarterly Report on Form 10-Q and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.