10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 2000
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from __________ to __________

Commission file number 1-2227
Crown Cork & Seal Company, Inc.
(Exact name of registrant as specified in its charter)

Pennsylvania	23-1526444
(State or other jurisdiction of incorporation or organization)	(Employer Identification No.)
One Crown Way, Philadelphia, PA	19154
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code: 215-698-5100

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
	Title of each class	Name of each exchange on which registered
	Common Stock $5.00 Par Value	New York Stock Exchange & Paris Bourse
	Common Stock Purchase Rights	New York Stock Exchange & Paris Bourse

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE
(Title of Class)

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 filings requirements for the past 90 days.

Yes  X            No     

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

As of March 13, 2001, 125,628,722 shares of the Registrant’s Common Stock, excluding shares held in Treasury, were issued and outstanding, and the aggregate market value of such shares held by non-affiliates of the Registrant on such date was $628,143,610.

DOCUMENTS INCORPORATED BY REFERENCE

Notice of Annual Meeting and Proxy Statement dated March 23, 2001 is incorporated by Reference into Part III hereof. Only those specific portions so incorporated are to be deemed filed as part of this Form 10-K Annual Report.

Crown Cork & Seal Company, Inc.

2000 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

	PART I
Item 1	Business	1
Item 2	Properties	7
Item 3	Legal Proceedings	8
Item 4	Submission of Matters to a Vote of Security Holders	8
	PART II
Item 5	Market for Registrant's Common Stock and Related Stockholder Matters	9
Item 6	Selected Financial Data	10
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	26
Item 8	Financial Statements and Supplementary Data	27
Item 9	Disagreements on Accounting and Financial Disclosure	57
	PART III
Item 10	Directors and Executive Officers of the Registrant	58
Item 11	Executive Compensation	58
Item 12	Security Ownership of Certain Beneficial Owners and Management	58
Item 13	Certain Relationships and Related Transactions	58
	PART IV
Item 14	Exhibits, Financial Statement Schedules and Reports on Form 8-K	59
SIGNATURES		64

Crown Cork & Seal Company, Inc.

PART I

ITEM 1.    BUSINESS

GENERAL

Crown Cork & Seal Company, Inc. (the “Company” and the “Registrant”) is engaged in the manufacture and sale of rigid metal and plastic packaging, including metal and plastic closures. Consolidated net sales in 2000 were $7.3 billion with 59% of 2000 net sales derived from operations outside the United States of which approximately 70% of these non-U.S. revenues derived in Europe. The Company currently operates 223 plants, along with sales and service facilities in 50 countries and employs approximately 35,000 people. The Company continually reviews its operations, especially in terms of their competitiveness and the appropriate number, size and location of its plants, emphasizing service to customers and rate of return to investors.

The Company’s products include steel and aluminum cans for food, beverage, brewing, household and other consumer products; plastic containers for beverage, processed food (human and pet), household, personal care and other products; metal and plastic packaging products for health and beauty care applications including cosmetics, fragrances and pharmaceuticals; metal specialty, promotional and industrial packaging products; a wide variety of metal and plastic caps, crowns, closures, pumps and dispensing systems; and canmaking equipment.

The Company has achieved a global presence that it believes will enable it to grow its business with multinational customers, to take advantage of rapidly growing markets and to leverage its technology on a global basis. The Company also believes that global operations help to insulate the Company from periodic market specific dislocations in certain countries or on certain continents.

The Company has pursued a strategy of growth through acquisition from 1989 through 1996. During those years, the Company completed twenty acquisitions. The largest acquisitions over this period included CarnaudMetalbox (“CMB”) (February 1996), Van Dorn Company (April 1993), CONSTAR International (October 1992), Continental Can International (May 1991), Continental Can’s U.S. food and beverage can businesses (July 1990) and Continental Can Canada (December 1989). This strategy has contributed to an increase in the Company’s net sales from $1.9 billion in 1989 to $7.3 billion in 2000. The Company’s acquisition strategy has resulted in improved market positions, product and geographic diversification and enhanced technological capabilities.

Information about the Company’s acquisitions over the most recent three years appears in Part II within Item 8 of this Report on pages 37 and 38 under Note I to the Consolidated Financial Statements, which information is incorporated herein by reference.

Rigid packaging is capital intensive, requiring significant investments in tools and machinery. In recent years the Company has reduced capital spending to dedicate more of its operating cash flow to reducing its debt. The Company, to maximize its utilization of capital investments, plans to continue capital expenditure programs designed to take advantage of technological developments which enhance productivity and contain costs, as well as those that provide growth opportunities. Three of these growth opportunities are in the development of shaped beverage cans, the SuperEnd™ for beverage cans and the next generation of easy-open steel food can ends, called EOLE III.

To insure that the Company’s customers receive the highest quality products, our shareholders receive a fair rate of return on their investments and our employees receive a work environment free of hazards, the Company continues to focus on its World-Class Performance program. World Class Performance is a Company-wide strategic initiative focused on being recognized by our customers, shareholders, employees and suppliers as the world’s premier packaging Company. The program stresses product quality, service to our customers, protection of the environment, conservation of natural resources, the health and safety of all

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Crown Cork & Seal Company, Inc.

employees, recognition of the efforts of individuals and teams of individuals and their contribution to the goals of the Company, innovation through project management and best practices transfer and maximization of supplier contributions to the goals of superior product quality and lower costs. World Class Performance is a continuous improvement process.

Financial information concerning the Company’s operations in its three operating segments, Americas, Europe and Asia-Pacific, and within selected geographic areas is set forth later in this section on pages 4 through 7 under “Operating Segments”, in Part II herein on pages 12 through 14 under “Net Sales” and pages 14 and 15 under “Operating Income” within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and within Item 8 herein on pages 52 through 54 under Note U to the Consolidated Financial Statements entitled “Segment Information”, which information is incorporated herein by reference.

DISTRIBUTION

As of December 31, 2000, the Company’s products were manufactured in 64 plants within the United States and 159 plants outside the U.S. The Company markets and sells products to customers through its own sales and marketing staff located centrally within each operating segment (division). Regional sales personnel support the segments’ sales staffs. The majority of the Company’s sales are to companies that have leading market positions in the packaged food, beverage, aerosol, health and beauty and specialty businesses. Contracts with global suppliers are centrally negotiated, although products are ordered through and distributed directly by each plant. Facilities are generally located in proximity to major customers. The Company maintains continuous contact with customers in order to develop new business and to extend the terms of its existing contracts. Accordingly, the Company is responsive to its customers’ quality, innovation and promotional requirements.

As is the practice in the packaging industry, most customers provide the Company with quarterly or annual estimates of product and related quantities pursuant to which periodic commitments are given. Such estimates assist the Company in managing production and controlling working capital requirements. The Company schedules its production to meet customer requirements. Because the production time for the Company’s products is short, any backlog of customer orders in relation to overall sales is immaterial.

Most of the Company’s products are sold in highly competitive markets, primarily based on price, service, quality, and performance. The Company competes with other packaging manufacturers as well as with fillers, food processors and packers who manufacture containers for their own use and for sale to others. Generally, the Company’s multinational competitors include, but are not limited to, AptarGroup, Ball, Impress, Owens-Illinois, Rexam, Schmalbach-Lubeca, Silgan, and U.S. Can.

In each of the years in the period 1998 through 2000, no one customer of the Company accounted for more than ten percent of the Company’s net sales. Major customers exist in each operating segment of the Company; and, in each segment, the loss of one or more of these major customers could have a material adverse effect on the segment. Major customers include such companies as Coca-Cola (“Coke”), Pepsi-Cola (“Pepsi”), Cott Beverages, Anheuser-Busch, Nestle, Mars, Unilever and S.C. Johnson, along with other leading companies which manufacture and market a variety of consumer products. In addition to sales to Coke and Pepsi, the Company also supplies independent licensees of Coke and Pepsi.

RESEARCH AND DEVELOPMENT

The Company’s principal Research, Development & Engineering (“RD&E”) centers are located in Alsip, Illinois, near Chicago, and Wantage, England, near Oxford. The Company uses its RD&E capabilities to (i) promote development of value-added packaging systems, (ii) design cost-efficient manufacturing systems and materials that also provide continuous quality improvement, (iii) support technical needs in customer and vendor relationships, and (iv) provide engineering services for the Company’s worldwide packaging activities. These capabilities allow the Company to identify market opportunities by working directly with customers to

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Crown Cork & Seal Company, Inc.

develop new products, such as the conversion to plastic from other materials, as well as the creation of new packaging shapes.

The Company expended $41 million in 2000, $52 million in 1999 and $53 million in 1998 on RD&E activities. These activities are expected to improve and expand the Company’s product lines in the future. Expenditures were also made to improve manufacturing efficiencies and reduce unit costs, principally raw material costs, by reducing the material content of containers while improving or maintaining other physical properties, such as material strength. The costs incurred were associated with a number of products in varying stages of development. The reduction in RD&E expenditures in 2000 was primarily the result of an eighteen-percent decline in headcount from a year earlier, due primarily to the reorganization of worldwide research and development functions.

MATERIALS

The Company continues to pursue strategies that enable it to source its raw materials with increasing effectiveness. The raw materials used in the manufacture of the Company’s products are primarily aluminum and tinplate for metals packaging, and various types of resins, which are petrochemical derivatives, for plastics packaging. These materials are generally available from several sources. The Company has secured what it considers adequate supplies of raw materials but there can be no assurance that sufficient quantities will be available in the future. The Company may be subject to adverse price fluctuations when purchasing such raw materials. There can be no assurance that the Company will be able to recover fully any increases in raw material costs from its customers. The price of steel has been historically more stable and has not been subject to the same volatility as aluminum and resin. In response to the variability of aluminum and resin prices, ongoing productivity and cost reduction efforts in recent years have focused on improving raw material cost management as a key component.

The Company’s manufacturing facilities are dependent, in varying degrees, upon the availability of processed energy, such as natural gas and electricity. Certain of these energy sources may become difficult or impossible to obtain on acceptable terms due to external factors, and the Company cannot predict the effects, if any, of such occurrences on its future operations.

SEASONALITY

Food packaging products accounted for $2.1 billion or approximately 29% of 2000 consolidated net sales. Sales and earnings for food cans have historically been higher in the third quarter of the year due to the agricultural harvest.

The Company’s metal and plastic beverage container businesses are predominantly located in the Northern Hemisphere. Generally, beverage products are consumed in greater amounts during warmer months of the year. Consequently, sales and earnings have generally been higher in the second and third quarters of the calendar year.

The Company’s other businesses include aerosol, specialty and health and beauty care packaging, canmaking equipment and various other products which tend not to be significantly affected by seasonal variations.

ENVIRONMENTAL MATTERS

The Company’s operations are subject to numerous laws and regulations governing the protection of the environment, disposal of waste, discharges into water, emissions into the atmosphere and the protection of employee health and safety. Future regulations may impose stricter environmental requirements on the packaging industry. Anticipated future restrictions in some jurisdictions on the use of certain paint and lacquering ingredients may require the Company to employ additional control equipment or process

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Crown Cork & Seal Company, Inc.

modifications. The Company has a Corporate Environmental Protection Policy, and environmental considerations are among the criteria by which the Company evaluates projects, products, processes and purchases. While the Company does not believe that any of the foregoing matters are likely to have a material effect, there can be no assurance that current or future environmental laws or remediation liabilities will not have a material effect on the Company’s financial condition, liquidity or results of operations. Further discussion of the Company’s environmental matters is contained in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”of this Report on pages 22 and 23 under the caption “Environmental Matters”, which is incorporated herein by reference.

WORKING CAPITAL

In the past, the Company has funded its working capital through issuance of commercial paper with additional funding provided by the Company’s multicurrency credit facility. During 2000, through several downgrades in credit rating from Moody’s Investor Services and Standard & Poor’s Ratings Service, the Company’s ability to access the commercial paper market was eliminated and funding was then provided by the Company’s multicurrency credit facility. The credit facility was to mature in February 2002, but the Company recently renegotiated an amended and restated agreement which extended maturity to December 2003. Further information relating to the Company’s liquidity and capital resources is set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Report on pages 17 and 18 under the caption “Liquidity and Capital Resources”, which is incorporated herein by reference.

Collection and payment periods tend to be longer for the Company’s operations located outside the U.S. due to local business practices. In general, the working capital practices followed by the Company are typical of the businesses in which it operates.

EMPLOYEES

At December 31, 2000, the Company employed 34,618 people throughout the world. Collective bargaining agreements with varying terms and expiration dates covers a significant number of the Company’s employees.

OPERATING SEGMENTS

The Company is organized on the basis of geographic regions with three reportable segments: Americas, Europe and Asia-Pacific. The Americas includes the United States, Canada and Central and South America. Europe includes Europe, Africa and the Middle East. Asia-Pacific includes China and Southeast Asia. Although the economic environments within each of these reportable segments are diverse, they are similar in the nature of their products, production and distribution processes and types and classes of customers.

Global marketers continue to demand the consolidation of their supplier base under long-term arrangements and to qualify suppliers on the basis of their ability to provide service globally and to create innovative designs and technologies in a cost-effective manner. The Company, through its acquisitions, has created a geographically diversified and innovative packaging company, adding significant operations in Europe, the Middle East, Africa and Asia and RD&E centers in Alsip, Illinois and Wantage, England.

The Company believes that price, quality, customer service and manufacturing overcapacity are the principal competitive factors affecting its business. Based upon sales, the Company believes that it is a leader in the markets for packaging in which it competes; however, the Company encounters competition from a number of companies offering similar products.

Ongoing productivity improvement and cost reduction efforts in recent years have focused on upgrading and modernizing facilities to reduce costs, improve efficiency and productivity and to phase out non-competitive facilities. These actions reflect the Company’s continued commitment to realign the manufacturing facilities

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Crown Cork & Seal Company, Inc.

within its operating segments with the intent to maintain its competitive position within those markets. The Company believes that its recent restructuring and investment programs have established a modern and efficient asset base. The Company continually reviews its operations and frequently evaluates strategic opportunities, such as, acquisitions, dispositions and joint ventures. Further discussion of the Company’s recent restructuring actions is contained in Part II hereof within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”on pages 20 and 21 under “Provision for Restructuring”and within Item 8 herein on pages 39 through 41 under Note L to the Consolidated Financial Statements, which discussion is incorporated herein by reference.

The Company’s basic raw materials for its products are tinplate, aluminum and resins. Generally, these materials are obtained from the major suppliers in the countries within which the Company operates plants. Some plants in less-developed countries, which do not have local mills, obtain their raw materials from nearby more-developed countries. In 2000, consumption of tinplate, aluminum and resin represented 22.8%, 24.1%, and 5.3%, respectively, of consolidated cost of products sold. Although sufficient quantities of raw materials have been available in the past, there can be no assurance that sufficient quantities will be available in the future. Recent supplier consolidations provide additional uncertainty as to the level of prices at which the Company might be able to source those materials in the future.

AMERICAS

For 2000, the Company’s Americas segment had net sales of $3,742 (approximately 51% of consolidated net sales) and operating income of $199. Excluding the provision for restructuring and other charges, Americas operating income in 2000 was $214. Approximately 80% of Americas segment sales are derived from within the United States. The Americas segment manufactures beverage, food and aerosol cans, specialty packaging, PET and HDPE plastic containers, metal and plastic closures and health and beauty care packaging.

During 2000, the Company, in response to the continuing consolidation of its customers and suppliers, the continuing requirement by its customers for improving quality and service, and the highly competitive marketplace, reorganized its U.S. metal packaging business. The U.S. metal packaging business, formerly organized as a single business unit, was reorganized into a Beverage Can Division, a Food Can Division and an Aerosol Can Division. Each division will have a dedicated and focused team of packaging professionals from sales to finance overseeing its daily activities. The Company believes that this change will improve service to the Company’s customers and, at the same time, enable the Company to reduce costs.

The Company, based on sales, is one of three leading producers of aluminum beverage cans and ends within the Americas. Sales dollars for aluminum beverage cans and ends in 2000 decreased from 1999 due primarily to an overall decline in the U.S. beverage can market. Beverage can manufacturing is capital intensive, requiring significant investment in tools and machinery. The beverage can competes with bottles made from glass and plastic. The Company continues to reduce can and end diameter, lightweight its cans, reduce non-metal costs and restructure production processes. The Company has also redeployed excess beverage can capacity in North America to emerging markets, and to a lesser extent, retrofitted to produce two-piece food cans.

The Company, based on sales, is one of three leading producers of steel and aluminum food cans and ends in North America. Sales for food cans and ends in 2000 decreased from 1999 due primarily to reduced volume requirements from a food can customer who filed for Chapter 11 bankruptcy proceedings in 2000.

The Company in North America has entered into contracts with its suppliers of aluminum can and end sheet that, by formula, guarantee prices for a period of six months. This pricing structure is directly tied to a rolling average of the prior six months’ market price of aluminum on the LME. Further, “ceiling” prices have been established under these contracts which set maximum prices that the Company would pay for aluminum. In

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Crown Cork & Seal Company, Inc.

the future, there can be no assurance that the Company will be able to recover fully any increases or fluctuations in metal prices from its customers.

The Company, based on sales, is one of two leading producers of plastic containers produced from PET (polyethylene terephthalate) and HDPE (high-density polyethylene) within the United States. The Company is also a leading producer of plastic closures for beverage containers and a leading producer of health and beauty care products in the United States. Plastic products continue to represent a larger portion of Americas segment dollar sales. Typically, the Company identifies market opportunities by working cooperatively with customers and implementing commercially successful programs. While PET beverage containers compete against metal and glass containers, the historical increase in PET’s share of the market has come primarily at the expense of glass containers and through new market introductions. The Company believes that it will capitalize on conversions to plastic from other forms of packaging and new markets through its technical expertise, quality reputation and customer service. The Company also believes that its plastic container plant sites are strategically located and sized to meet market requirements.

At December 31, 2000, the Company operated 93 plants and employed approximately 12,000 persons in the Americas.

EUROPE

The European segment had net sales of $3,239 (44% of consolidated net sales) in 2000 and operating income of $300. Excluding the provision for restructuring and other charges, operating income was $342. Net sales in the United Kingdom of $876 and France of $690 represented approximately 27% and 21%, respectively, of segment net sales. The European segment manufactures beverage, food and aerosol cans, specialty packaging, vacuum closures, crowns, canmaking equipment, PET and HDPE containers, plastic closures and health and beauty care packaging.

The Company, based on sales, is one of the leading producers of steel and aluminum food cans and ends within the European segment. Sales for steel and aluminum food cans and ends decreased in 2000 from 1999 due to lower sales unit volumes, primarily in the United Kingdom, France and Italy and the pass through of lower raw material costs, partially offset by volume gains in Eastern Europe.

The Company is a leading European manufacturer of steel and aluminum food and beverage containers, aerosol containers and a variety of plastic packaging products, including PET beverage bottles and plastic closures for beverage, household and personal care applications.

During 2000, two customers, combined, accounted for approximately 11% of segment net sales.

At December 31, 2000, the Company operated 113 plants and employed approximately 20,000 persons throughout the European segment.

Discussion of the Company’s European restructuring activities is contained in Part II hereof within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 20 and 21 under “Provision for Restructuring” and within Item 8 of this Report on pages 39 through 41 under Note L to the Consolidated Financial Statements, which discussion is incorporated herein by reference.

ASIA - PACIFIC

The Asia-Pacific segment had net sales of $308 (approximately 4% of consolidated net sales in 2000) and operating income, before restructuring and other charges, of $22. While below reportable segment thresholds, the Company has defined Asia-Pacific as a reportable segment as this segment is a separate operating division within the Company. The Company reviews results of operations and allocates resources to Asia-Pacific separately from its other operating divisions. The Asia-Pacific segment manufactures aluminum beer

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Crown Cork & Seal Company, Inc.

and beverage cans, steel food cans, PET beverage bottles, plastic closures for beverage, food, household products and personal care applications and metal crowns and closures for beverage and food products.

During 2000, no customer accounted for 10% of segment net sales.

At December 31, 2000, the Company operated 17 plants and employed approximately 2,300 persons throughout the Asia-Pacific segment.

ITEM 2.   PROPERTIES

As of December 31, 2000, Crown Cork & Seal Company, Inc. and its worldwide-consolidated subsidiaries operated 223 manufacturing facilities. Within the United States there are 64 manufacturing facilities. The Company has three operating segments, defined geographically, within which it manufactures and markets its products.

The geographic breakdown of the Company’s manufacturing facilities is as follows:

Geographic Area*	Americas	Europe	Asia-Pacific	No.    of Plants	No.    Leased
United States	64			64	22
Canada	11			11
Central America	9			9	4
South America	9			9
United Kingdom		21		21	2
France		21		21	8
Other Europe		57		57	13
Africa		11		11	2
Middle East		3		3	1
Asia-Pacific			17	17	13
Worldwide Total	93	113	17	223	65

* Excluded are productive facilities in unconsolidated joint ventures as well as service or support facilities.

The Company’s manufacturing and support facilities are designed according to the requirements of the products to be manufactured. Therefore, the type of construction varies from plant to plant. Warehouse and delivery facilities are generally provided at each of the manufacturing locations, although the Company does lease outside warehouses. Management believes that its manufacturing facilities, taken as a whole, are well maintained and generally adequate for current operations.

Utilization of any particular facility varies based upon demand for the product. While it is not possible to measure with any degree of certainty or uniformity the productive capacity of these facilities, management believes that, if necessary, production can be increased at existing facilities through the addition of personnel, capital equipment and, in some facilities, square footage available for production. In addition, the Company may from time to time acquire additional facilities and/or dispose of existing facilities.

In the design of each new facility, the Company’s engineers are instructed to pay particular attention to the safety of operations, abatement of pollution, incorporation of the Company’s research activities and the quality of the product to be manufactured at such facility.

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Crown Cork & Seal Company, Inc.

In addition to the manufacturing facilities in the operating segments, the Company has various support facilities. Such facilities include machine shop operations, plant operations dedicated to printing for cans and crowns, coil shearing, and coil coating and RD&E operations.

The Company maintains research facilities in Alsip, Illinois, near Chicago, within the United States and in Wantage, England, near Oxford, within the United Kingdom and its corporate headquarters in Philadelphia, Pennsylvania; these facilities are owned.

The Company is involved in post-consumer aluminum and plastic container recycling in the United States.

ITEM 3.   LEGAL PROCEEDINGS

The Company is one of over 100 defendants in a substantial number of lawsuits filed by persons alleging bodily injury as a result of exposure to asbestos. This litigation arose from the insulation operations of an U.S. company, the majority of whose stock the Company purchased in 1963. Within approximately three months of this stock purchase, this U. S. company sold its insulation operations.

For the past three years, the Company has provided $535 million to increase its reserve for probable and estimable costs related to asbestos litigation. At December 31, 2000, the reserve for asbestos litigation was $420 million. This reserve is related to the liability for pending and future claims that are probable and estimable.

The Company has been identified by the Environmental Protection Agency as a potentially responsible party (along with others, in most cases) at a number of sites.

Further information on these matters and other legal proceedings is presented in this Report in Part II, within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Provision for Asbestos Litigation” on pages 21 and 22 and “Environmental Matters” on pages 22 and 23 and within Item 8 of this Report on pages 38 and 39 under Note K to the Consolidated Financial Statements entitled “Commitments and Contingent Liabilities”, which information is incorporated herein by reference.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the principal executive officers of the Company, including their ages and positions, is set forth in a table found in Part III, Item 10, “Directors and Executive Officers of the Registrant” of this Report on page 58, which table is incorporated herein by reference.

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Crown Cork & Seal Company, Inc.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Registrant’s common stock is listed on the New York Stock Exchange and the Paris Bourse. On March 13, 2001, there were 5,555 registered shareholders of the Registrant’s common stock. The market price at December 31, 2000, with respect to the Registrant’s common stock is set forth in Item 8 of this Report on page 55 under “Quarterly Data (unaudited).” The foregoing information regarding the number of registered shareholders of common stock does not include persons holding stock through clearinghouse systems in the United States and France. Details regarding the Company’s policy as to payment of cash dividends are set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Common Stock and Other Shareholders’ Equity” appearing on pages 23 and 24 of this Report, which is incorporated herein by reference.

On February 26, 2000, approximately 8.1 million shares of the Company’s 4.5% cumulative convertible preferred stock mandatorily converted into approximately 7.4 million shares of the Company’s common stock (together with the associated rights to purchase common stock). No shares of such preferred stock remain outstanding. Further information regarding the Company’s 4.5% convertible preferred stock are set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Common Stock and Other Shareholders’ Equity” appearing on pages 23 and 24 of this Report and within Item 8 herein on page 41 under Note N to the Consolidated Financial Statements entitled “Capital Stock,” which information is incorporated herein by reference.

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Crown Cork & Seal Company, Inc.

ITEM 6.   SELECTED FINANCIAL DATA

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA

(in millions, except per share, ratios and   other statistics)	2000			1999			1998			1997			1996
Summary of Operations
Net sales (1)	$	7,289		$	7,998		$	8,568		$	8,756		$	8,599
Cost of products sold (1)		5,982			6,326			6,795			6,969			7,000
Depreciation and amortization		495			522			533			540			496
Selling and administrative expense		314			348			379			414			387
% to net sales		4.3	%		4.4	%		4.4	%		4.7	%		4.5	%
Provision for restructuring and other charges		333			156			304			67			40
(Gain)/loss on sale of assets		1			(18	)					(38	)		(24	)
Interest expense, net of interest income		373			342			363			340			306
Translation and exchange adjustments		8			13			14			7			(37	)
Income/(loss) before income taxes and
cumulative effect of accounting changes		(217	)		309			180			457			431
% to net sales		(3.0	)%		3.9	%		2.1	%		5.2	%		5.0	%
Provision for income taxes		(58	)		105			74			148			134
Minority interests, net of equity earnings		(15	)		(23	)		(1	)		(7	)		(13	)
Net income/(loss) before cumulative effect of
accounting changes		(174	)		181			105			302			284
% to net sales		(2.4	)%		2.3	%		1.2	%		3.4	%		3.3	%
Cumulative effect of accounting changes (2)											(8	)
Net income/(loss) (3)		(174	)		181			105			294			284
Preferred stock dividends		2			15			17			23			20
Net income/(loss) available to common
shareholders (3)		($ 176	)	$	166		$	88		$	271		$	264
Return on average shareholders' equity (4)		(7.0	)%		6.2	%		3.2	%		8.3	%		11.3	%
Financial Position at December 31
Working capital	$	652		($	573	)	($	1,542	)	($	902	)	($	371	)
Total assets		11,159			11,545			12,469			12,306			12,590
Short-term debt plus current long-term
debt maturities		300			1,531			2,466			1,784			1,154
Long-term debt		5,049			3,573			3,188			3,301			3,924
Total debt to total capitalization*		68.3	%		60.3	%		62.3	%		56.1	%		56.4	%
Minority interests		195			295			280			283			244
Shareholders' equity		2,109			2,891			2,975			3,529			3,563

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FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA (Continued)

(in millions, except per share, ratios and   other statistics)	2000			1999		1998		1997		1996
Common Share Data (dollars per share)
Earnings/(loss) per average common share
Basic -   before cumulative effect of
accounting change	($	1.40	)	$	1.36	$	.71	$	2.17	$	2.16
after cumulative effect of
accounting change									2.11
Diluted - before cumulative effect of
accounting change		(1.40	)		1.36		.71		2.15		2.14
after cumulative effect of
accounting change									2.10
Cash Dividends		1.00			1.00		1.00		1.00		1.00
Market price on December 31		7.44			22.38		30.81		50.13		54.38
Book value (based on year-end
outstanding shares plus assumed
conversion of preference shares)		16.79			22.46		22.89		25.26		25.50
Number of shares outstanding at year-end		125.6			121.1		122.3		128.4		128.4
Average shares outstanding
Basic		125.7			122.2		124.4		128.4		122.5
Diluted		126.8			129.8		132.9		140.3		132.4
Shareholders (on record)		5,528			5,254		5,644		5,763		5,736
Other Statistics
Capital expenditures	$	262		$	280	$	487	$	515	$	631
Number of employees		34,618			35,959		38,459		40,985		44,611
Actual preferred shares outstanding					8.3		8.4		12.4		12.4

Notes:

*Total capitalization includes total debt (net of cash and cash equivalents), minority interests and shareholders’equity.

Certain reclassifications of prior years’data have been made to improve comparability.

(1) In the fourth quarter of 2000, the Company adopted the accounting guidance provided in EITF 00-10, “Accounting for Shipping and Handling Fees and Costs.”As a result, net sales and cost of products sold have been increased by $244 in 2000, $266 in 1999, $268 in 1998, $261 in 1997 and $267 in 1996. For additional information, see Note B to the consolidated financial statements.

(2) The cumulative effect of accounting changes resulted from the adoption by the Company of EITF 97-13 in 1997.

(3) Amounts for 2000, 1999, 1998, 1997 and 1996 included after-tax adjustments for restructuring and other charges, $222 or $1.77 per basic and diluted share; $101 or $.78 per basic and diluted share; $205 or $1.65 per basic share and $1.54 per diluted share; $43 or $.33 per basic share and $.31 per diluted share and $32 or $.26 per basic share and $.24 per diluted share, respectively. Net income also included an after-tax charge for a bad debt provision of $36 or $.28 per basic and diluted share in 2000.

(4) Excluding the adjustments for restructuring, litigation, the cumulative effect of accounting changes and other non-recurring items, the return on average shareholders’equity in 2000, 1999, 1998, 1997 and 1996 would have been 3.2%, 9.3%, 9.2%, 9.7% and 12.6%, respectively.

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Crown Cork & Seal Company, Inc.

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS
                (in millions, except per share, employee, shareholder and statistical data; per share earnings are
                quoted as diluted)

INTRODUCTION

This discussion summarizes the significant factors affecting the results of operations and financial condition of Crown Cork & Seal Company, Inc. (the “Company”) during the three-year period ended December 31, 2000. This discussion should be read in conjunction with the Consolidated Financial Statements included in this annual report.

Financial results (operating income, pre-tax income, net income and earnings per share) for 2000, 1999 and 1998 were impacted by restructuring and other charges summarized below:

RESTRUCTURING AND OTHER CHARGES

Pre-tax income was charged for $333 ($222 after taxes or $1.77 per share), $156 ($101 after taxes or $.78 per share), and $304 ($205 after taxes or $1.54 per share) in 2000, 1999 and 1998, respectively.

Further information concerning the details of the restructuring plans and asset impairment charges, including an analysis of the restructuring accrual, is included in Notes L and M to the Consolidated Financial Statements and under Provision for Restructuring and Other Charges as provided later in this discussion. Further information concerning the details of the provision for asbestos litigation is included in Note K to the Consolidated Financial Statements and under Provision for Asbestos Litigation as provided later in this discussion.

RESULTS OF OPERATIONS

The Company is organized on the basis of geographic regions with three reportable segments: Americas, Europe and Asia-Pacific. The Americas includes the United States, Canada and South and Central America. Europe includes Europe, Africa and the Middle East. Although the economic environments within each of these reportable segments are quite diverse, they are similar in the nature of their products, the production processes, the types or classes of customers for products and the methods used to distribute products. Asia-Pacific, although below reportable segment thresholds, has been designated as a reportable segment because considerable review is made of this region for the allocation of resources. Each reportable segment is an operating division within the Company and has a President reporting directly to the Chief Executive Officer of the Company. “Corporate” includes Corporate Technology and headquarters costs.

The Company evaluates performance and allocates resources based on operating income, that is, income before net interest, foreign exchange and gain/loss on sale of assets. The accounting policies for each reportable segment are the same as those described in Note A, “Summary of Significant Accounting Policies.”

NET SALES

Net sales and cost of products sold for prior years have been restated to conform with EITF 00-10, which requires the reporting of freight and handling costs as an element of cost of products sold instead of as a reduction of sales.

Net sales during 2000 were $7,289, a decrease of $709 or 8.9% versus 1999 net sales of $7,998. Net sales during 1998 were $8,568. Sales from U.S. operations decreased 8.3% and 6.1% in 2000 and 1999, respectively. Non-U.S. sales decreased 9.3% and 7.0% in 2000 and 1999, respectively. U.S. sales accounted for 40.9% of consolidated net sales in 2000, 40.6% in 1999, and 40.4% in 1998.

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Crown Cork & Seal Company, Inc.

	Net Sales						% Increase/(Decrease)
DIVISION		2000		1999		1998	2000/1999			1999/1998
Americas	$	3,742	$	3,969	$	4,222		(5.6	)		(6.2	)
Europe		3,239		3,703		4,003		(12.5	)		(7.5	)
Asia-Pacific		308		333		343		(7.5	)		(2.9	)
Corporate
	$	7,289	$	7,998	$	8,568		(8.9	)		(6.7	)

The decrease in 2000 Americas Division net sales was due to (i) sales unit volume declines in the U.S. metal packaging product lines and (ii) divested operations of $87; partially offset by (i) the partial recovery of increased aluminum and resin costs from customers and (ii) sales unit volume increases in Latin America beverage cans and U.S. plastic beverage closures. The U.S. metal packaging volume declines, which accounted for approximately $200 of the decrease, were primarily due to an overall decline in the U.S. beverage can market and reduced volume requirements from a food can customer who filed for Chapter 11 bankruptcy proceedings during the second quarter of 2000. Latin American sales increased by $41 versus 1999, primarily due to the increase in the Brazilian beverage can market. U.S. plastic beverage closure sales unit volume increased 12% versus 1999 and U.S. PET beverage bottle sales decreased approximately 1% versus 1999. The decrease in 1999 Americas Division net sales was a result of (i) sales unit volume declines across most U.S. and Canadian metal packaging product lines, (ii) the disposal of the Company’s composite can business, (iii) the pass-through of lower raw material costs, primarily in aluminum cans and ends and PET beverage bottles, to customers and (iv) weak economic conditions in South America following Brazil’s January 1999 currency devaluation; partially offset by sales unit volume increases in PET beverage bottles, beverage and non-beverage plastic closures, aerosol cans and beverage cans and ends at the Company’s Colombian beverage can joint venture. Lower pricing in 1999 had an overall 3.5% negative effect on net sales compared to 1998 while volume declines reduced division net sales by 2.0%. U.S. sales accounted for 79.7% of division net sales in 2000 and 82.0% in 1999 and 1998.

Excluding the unfavorable impact of foreign currency translation of $398, European Division net sales decreased $66 or 1.8% from 1999. The decrease was primarily due to volume losses of approximately $55, or 1.7% in constant dollars, and selling price reductions of approximately $7. The sales unit volume losses were primarily due to (i) food can sales in the United Kingdom, France and Italy, and (ii) beverage can and plastic beverage bottle sales in the United Kingdom; partially offset by increased volumes in the health and beauty care packaging, plastic closure, French and Spanish beverage can, and Eastern European food can operations. Selling price decreases in the food can and beverage can operations, due in part to the strength of the sterling versus the euro and the pass-through to food can customers of lower steel costs, were offset by higher selling prices in the plastics operations, primarily due to the pass-through of higher resin costs. Excluding the unfavorable impact of foreign currency translation, net sales in the European Division decreased 4.3% in 1999 versus 1998. The decrease was a result of (i) competitive pricing across many product lines coupled with the pass-through of lower raw material costs, reducing division net sales by 3.0%, (ii) sales unit volume decreases of food cans in the United Kingdom, Iberia and Central Europe, (iii) lower aerosol can volumes in the United Kingdom, (iv) lower overall sales unit volumes in health and beauty care packaging and (v) the divestment of a majority portion of the Company’s interest in its South African beverage can operations; partially offset by increased sales unit volumes of (i) beverage cans, up 7.5% for the year with strong performances in the United Kingdom, France, Greece and Spain, (ii) food cans in Benelux, France and Italy, (iii) plastic beverage closures, up 10.8% and (iv) PET beverage bottles, up 5.9%. Pricing in 1999 remained competitive throughout the division across all product lines especially in food cans where constant dollar sales values were 3.4% lower than in 1998 despite an overall volume increase of 1.9%.

The decrease in net sales for the Asia-Pacific Division in 2000 versus 1999 was primarily due to $21 of decreased beverage can sales in China and $7 of unfavorable foreign currency translation, primarily in Thailand. The decrease in China beverage can sales was due to a reduction in customer requirements and continued pressure on selling prices. Selling price decreases in Thailand were partially compensated by higher

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Crown Cork & Seal Company, Inc.

unit volumes. The decrease in net sales for the Asia-Pacific Division in 1999 as compared to 1998 was primarily the result of decreased beverage can sales in China. Lower beverage can pricing, a result of very aggressive competition throughout the division, was the major pricing factor which reduced division net sales 4.8% during 1999. The Company’s operations in Thailand reported very strong sales unit volume increases in 1999 across all product lines, most notably, beverage, food and seafood cans and plastic beverage closures.

COST OF PRODUCTS SOLD

Cost of products sold for 2000, excluding depreciation and amortization, was $5,982, a decrease of 5.4% from $6,326 in 1999, which was 6.9% lower than 1998. The decrease in 2000 was due to the appreciation of the U.S. dollar against most foreign currencies and generally lower sales unit volumes; partially offset by increased raw material and energy costs, and a charge of $55 against receivables due from a food can customer in Chapter 11 bankruptcy proceedings. As a percentage to net sales, cost of products sold was 82.1% in 2000 as compared to 79.1% in 1999 and 79.3% in 1998. The increase as a percentage to sales was due to lower sales unit volumes in many product lines, increased raw material and energy costs, reduced selling prices in certain operations, and the charge against receivables of $55 in 2000.

SELLING AND ADMINISTRATIVE

Selling and administrative expense for 2000 was $314, a decrease of 9.8% from the 1999 expense of $348, following a decrease of 8.2% from $379 in 1998. The decrease in 2000 was primarily due to the appreciation of the U.S. dollar against the European currencies, reduced research and development spending, and the continued reduction in headcount. The decrease in 1999 was primarily due to the prior restructuring activities within the European operations and the appreciation of the U. S. dollar against the European currencies.

OPERATING INCOME

The Company views operating income as the principal measure of performance before interest costs and other non-operating expenses. Operating income, after restructuring and other charges, was $165, $646 and $557 in 2000, 1999 and 1998, respectively. Operating income, before restructuring and other charges, was $498, $802 and $861 in 2000, 1999 and 1998, respectively. Operating income before restructuring and other charges, as a percentage to net sales, was 6.8% in 2000 and 10.0% in both 1999 and 1998.

An analysis of operating income by division, before restructuring and other charges, follows:

	Operating Income									% Increase/(Decrease)
DIVISION		2000			1999			1998		2000/1999			1999/1998
Americas	$	214		$	384		$	374			(44.3	)		2.7
Europe		342			456			556			(25.0	)		(18.0	)
Asia-Pacific		22			31			3			(29.0	)		933.3
Corporate		(80	)		(69	)		(72	)		(15.9	)		4.2
	$	498		$	802		$	861			(37.9	)		(6.9	)

Operating income in the Americas Division was 5.7% of net sales in 2000 versus 9.7% in 1999 and 8.9% in 1998. The decrease in 2000 operating income and margins was due to (i) a charge of $55 against a receivable from a food can customer that filed a voluntary Chapter 11 bankruptcy petition, (ii) sales unit volume declines in the U.S. metal packaging product lines as described above, (iii) increased resin costs that were not fully recovered, (iv) decreased profits for U.S. beverage cans due to competitive pressures on selling prices and (v) increased energy costs; partially offset by (i) improved beverage can volumes in Latin America and (ii) increased sales volumes in health and beauty care packaging. The increase in 1999 operating income and margins was primarily due to (i) cost savings in the Company’s U.S. metal and plastic container businesses from related 1998 and 1997 restructuring programs, (ii) sales unit volume gains in PET beverage bottles,

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Crown Cork & Seal Company, Inc.

aerosol cans, beverage and non-beverage plastic closures and beverage cans and ends in Colombia and (iii) a $7 reduction in division selling and administrative costs, including $5 in U.S. operations; partially offset by (i) sales unit volume declines across most U.S. and Canadian metal packaging product lines, (ii) competitive selling price pressures across most division product lines and (iii) the January 1999 currency devaluation in Brazil which drove local currency raw material prices higher with price pressures prohibiting the full pass-through of these cost increases. The Company believes that the Americas Division operating margins will remain under pressure in 2001 due to the continued low selling prices in the U.S. beverage can market and the full-year effect of the lower food can volumes. In addition, U.S. pension income of $28 in 2000 is projected to be an expense of approximately $22 in 2001, primarily due to the lower value of the plan assets at December 31, 2000 versus the end of 1999.

European Division operating income was 10.6% of net sales in 2000 versus 12.3% in 1999 and 13.9% in 1998. Excluding the negative exchange rate effect of $50, the decrease in 2000 operating income and margins is due to (i) increased resin and aluminum costs, (ii) lower selling prices in the food can operations, (iii) lower food can volumes in the United Kingdom, France and Italy and (iv) lower beverage can and plastic beverage bottle volumes in the United Kingdom; partially offset by (i) increased volumes in the health and beauty care packaging operations, (ii) cost reductions throughout the food can and beverage can operations and (iii) increased pension income in the United Kingdom. The strength of the sterling versus the euro also contributed to the reduced selling prices and operating income in the United Kingdom operations. The decrease in 1999 operating income and margins was a result of (i) competitive pricing across several product lines, (ii) sales unit volume decreases of food cans in the United Kingdom, Iberia and Central Europe, (iii) lower aerosol volumes in the United Kingdom, (iv) lower overall sales unit volumes in health and beauty care packaging and (v) the appreciation of the U.S. dollar against most European currencies. These factors offset (i) strong sales unit volume performances in (a) beverage cans in the United Kingdom, France, Greece and Spain, (b) plastic beverage bottles, (c) plastic beverage closures, (d) food cans in Benelux, France and Italy and (ii) cost reductions from restructuring, capital expenditure and other cost improvement programs. The Company believes that lower selling prices, largely in the United Kingdom due to the strength of the sterling against the euro, will continue in 2001.

Operating income in the Asia-Pacific Division was 7.1% of net sales in 2000 versus 9.3% in 1999 and 0.9% in 1998. The decrease in 2000 operating income and margins was primarily due to selling price decreases in the China and Thailand operations. The China beverage can market continues to suffer from overcapacity, and the resulting pressure on selling prices lowered operating income by $8. The effect of selling price reductions in the Thailand food and plastic beverage closure operations decreased operating income by $6, but were partially offset by sales unit volume increases of $2 in these operations. Beverage can sales in Southeast Asia contributed $1 of additional operating income as unit volume gains in Singapore and Malaysia were offset by lower volumes in Vietnam. The increase in 1999 operating income and margins was due primarily to (i) sales unit volume increases of seafood cans, food cans, beverage cans, aerosol cans and plastic beverage closures in Thailand, (ii) sales unit volume increases of beverage cans in Malaysia and Singapore, (iii) cost reductions, approximating 46% of the operating income improvement, achieved through line speed, spoilage reduction and restructuring programs and (iv) the appreciation of many Southeast Asian currencies against the U.S. dollar, which offset (i) sales unit volume declines of beverage cans in China and (ii) competitive selling pressures across many product lines throughout the region.

(GAIN) LOSS ON SALE OF ASSETS

During 2000, the Company sold various surplus properties and other assets for a total of $28 and realized a net loss of $1. In 1999, the Company sold its composite can business for $44 in cash. The business sold included manufacturing assets at three separate locations which had generated annual net sales of approximately $30. Gains, totaling $18, were realized from the sales of the composite can business and seventeen surplus properties in 1999.

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Crown Cork & Seal Company, Inc.

NET INTEREST EXPENSE

Interest expense, net of interest income, was $373 in 2000, an increase of $31 or 9.1% compared to 1999 net interest expense of $342. Net interest expense in 1998 was $363. The increase in 2000 was primarily due to higher interest rates, offset by a decrease of approximately $11 due to foreign currency translation. The tightening bank credit environment and concern over the Company’s asbestos litigation contributed to downgrades in the Company’s debt rating during the third and fourth quarters of 2000 by the major rating agencies. Due to these downgrades, the Company lost access to several sources of lower cost financing, including the commercial paper market and receivables securitization programs. The decrease in 1999 net interest expense was due primarily to generally lower interest rates, debt reduction and lower raw material costs which helped reduce the early season build-up of working capital. Net interest expense in 2001 is projected to be significantly higher due to higher interest rates and fees incurred in connection with the extension of the Company’s $2,500 credit facility and new borrowings under a $400 term loan. The credit facility and term loan are summarized in the Liquidity and Capital Resources section of this discussion and in Note P to the Consolidated Financial Statements.

FOREIGN EXCHANGE

Unfavorable foreign exchange adjustments of $8, $13 and $14 were recorded in 2000, 1999 and 1998, respectively, primarily from the remeasurement of the Company’s operations in highly inflationary economies, or those non-U.S. subsidiaries with a U.S. dollar functional currency.

TAXES ON INCOME

The effective tax rates on income or loss were 26.7%, 34.0% and 41.1% in 2000, 1999 and 1998, respectively. Excluding restructuring and other charges, the adjusted effective rates were 45.7%, 34.4% and 35.7% in 2000, 1999 and 1998, respectively. The increase in the adjusted 2000 effective rate is primarily because non-deductible goodwill amortization had a larger percentage effect on the lower adjusted pre-tax income. Benefits recorded in 2000 for the reduction of reserves for tax contingencies were offset by a net charge for valuation allowance adjustments. The decrease in the effective tax rate in 1999 was principally a result of the effect of non-deductible goodwill amortization having a lesser percentage impact on higher pre-tax income. The decrease in the effective tax rate in 1999, excluding restructuring and other charges, was primarily due to (i) a tax rate reduction in the United Kingdom; (ii) increased pre-tax income in lower tax rate countries in Asia and South America and (iii) taxable profits in Company operations where the utilization of previous net operating losses offset current tax liabilities. The Company’s effective tax rate is different than the U.S. federal statutory rate of 35% primarily due to lower rates in certain non-U.S. operations, the ongoing re-evaluation of reserve and valuation allowance requirements, and non-deductible goodwill amortization. A reconciliation of the U.S. federal statutory rate to the Company’s effective rate is presented in Note T to the Consolidated Financial Statements.

The Company recorded a U.S. federal tax benefit of $127 during 2000 in connection with current year losses, arising from the asbestos litigation provision, the receivables provision of $55, and higher interest costs. The Company will continue to review the recoverability of these and all other deferred tax assets each quarter.

MINORITY INTERESTS, NET OF EQUITY EARNINGS

Minority interests’ share of net income was $18, $23 and $5 in 2000, 1999 and 1998, respectively. The decrease in 2000 was due to (i) decreased operating income in the China beverage can operations, (ii) the purchase of the minority shares in CarnaudMetalbox Asia Limited during the second quarter of 2000 and (iii) reduced profits in the Company’s operations in Greece; partially offset by better results in the Brazilian and Colombian beverage can operations. The increase in minority interests in 1999 was due primarily to (i) increased profits throughout Asia, most notably Thailand, (ii) increased profits in Greece due to the acquisition

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Crown Cork & Seal Company, Inc.

of Alucanco, (iii) the elimination of start-up losses in Colombia and (iv) the divestment of a majority portion of the Company’s interest in its South African beverage can operations which reported operating losses in 1998.

Equity in earnings of affiliates was $3, $0 and $4 in 2000, 1999 and 1998, respectively. The increase in 2000 was primarily due to improved results in the Company’s beverage can ventures in the Middle East and Venezuela. The decrease in equity earnings in 1999 was primarily due to (i) lower earnings in the Company’s non-consolidated affiliates in Brazil, Mexico and Venezuela and (ii) the write-off of a Company investment in Spain.

NET INCOME AND EARNINGS PER SHARE

The net loss for 2000 was $176 compared to net income of $166 and $88 in 1999 and 1998, respectively. Loss per share was $1.40 compared to earnings per share of $1.36 and $.71 in 1999 and 1998, respectively. Net income from operations, excluding (i) provisions for restructuring and other charges, (ii) the bad debt charge of $55 in 2000 for a customer in Chapter 11 proceedings and (iii) gains and losses on sale of assets was $83, $257 and $293 in 2000, 1999 and 1998, respectively, while earnings per share was $.66, $2.10 and $2.33, respectively.

FINANCIAL POSITION

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled $382 at December 31, 2000 compared to $267 and $284 at December 31, 1999 and 1998, respectively. The Company’s primary sources of cash for 2000 consisted of funds provided from operations of $270 and the net increase in short term borrowings of $601. The Company’s primary uses of cash in 2000 consisted of (i) capital expenditures of $262, (ii) payments of long-term debt of $216, (iii) dividends paid of $127, (iv) the purchase, for $81, of the minority interests in the Company’s CarnaudMetalbox Asia Limited subsidiary operations in Thailand, Singapore, Vietnam and China, and (v) the repurchase of approximately 3.2 million common shares at an aggregate cost of $49. The decrease in funds provided from operations in 2000 versus 1999 was the result of (i) reduced operating profit, (ii) a decrease in asset securitization of $68 in 2000 and (iii) an increase in working capital.

In 2000 the Company funded its working capital through the issuance of commercial paper and its multicurrency credit facility. During the third and fourth quarters, however, the Company’s ability to access the commercial paper market was eliminated due to downgrades in its credit rating and, as a result, the Company funded its operations thereafter through its $2,500 multicurrency credit facility. As of March 14, 2001, the Company's corporate credit rating from Standard and Poor’s is BB– and the long-term credit rating is B with a negative outlook. The long-term credit rating from Moody’s is B2, also with a negative outlook.

As of December 31, 2000, the Company had drawn $2,315 against its $2,500 multicurrency revolving credit facility with a maturity date of February 4, 2002, and the entire balance was classified as “Long-term debt, excluding current maturities” in the Consolidated Balance Sheet.

On March 2, 2001, the Company amended and restated its $2,500 multicurrency revolving credit facility and obtained a new $400 term loan. The amended and restated credit facility bears interest at LIBOR plus 2.5% and the maturity date has been extended to December 8, 2003. The term loan bears interest at LIBOR plus 3.5% and matures February 4, 2002. In connection with the new facility and term loan, the Company has pledged as collateral the stock of certain of the Company’s subsidiaries and substantially all of the assets of the borrowing companies and the Company’s domestic subsidiaries, except for those assets which are already pledged, are precluded from being pledged under existing or anticipated agreements, or are impractical to pledge under local law. The credit facility and term loan contain covenants which include (i) interest coverage and leverage ratios, (ii) restrictions on the assumption of indebtedness and payment of dividends and (iii) restrictions on the use of proceeds from asset sales. Any credit facility or term loan

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Crown Cork & Seal Company, Inc.

repayments made using proceeds from the sale of businesses will permanently reduce the funds available under the agreement.

On August 25, 1999, the Company sold $350 of public debt securities utilizing the remaining available outstanding on its November 26, 1996 shelf registration filing with the Securities and Exchange Commission (the “SEC”). The notes mature on September 1, 2002 and bear interest at a rate of 7.125% per annum, payable semiannually. The proceeds of this offering were used to pay down short-term commercial paper.

On December 2, 1999, the Company sold Euro 300 6% Senior Notes through its wholly owned finance subsidiary, Crown Cork & Seal Finance S.A. located in France. The notes are unconditionally and irrevocably guaranteed by the Company and will mature December 6, 2004. The notes are not registered under the United States Securities Act of 1933, but are listed on the Luxembourg Stock Exchange. The proceeds of the offering were used to pay down short-term indebtedness.

On March 2, 1998, the Company completed the repurchase of 4,093,826 shares of its common stock at $49.00 per share and 3,660,300 shares of its acquisition preferred at $46.00 per share from Compagnie Générale d’Industrie et de Participations (CGIP). The repurchased shares represented approximately 5.3% of the Company’s then outstanding voting securities. These repurchased preference shares were retired. The transaction value of $369 was financed through an increase in short-term indebtedness.

The Company’s ratio of total debt (net of cash and cash equivalents) to total capitalization was 68.3%, 60.3% and 62.3% at December 31, 2000, 1999 and 1998, respectively. Total capitalization is defined by the Company as total debt (net of cash and cash equivalents), minority interests and shareholders’ equity. The increase in the Company’s debt is due to free cash flow (defined as cash from operations less capital expenditures and dividends paid) of ($118), the acquisition of minority interests in Asia for $81 and share repurchases of $49. The Company’s free cash flow would have been ($50) had it not lost $68 of receivables securitization due to the downgrade in its credit ratings. As of December 31, 2000, $68 of long-term debt matures within one year.

The Company is highly leveraged. As of December 31, 2000, the Company had outstanding $232 of short-term debt and $5,117 of long-term debt. As a result of this indebtedness and higher interest costs relating to the amended multicurrency credit facility and the new term loan, the Company expects that a significant portion of its free cash flow will be dedicated to interest and principal payments on its outstanding indebtedness. In addition, the Company is required to fund its U.S. pension plans for approximately $100 in 2001. The Company expects to repay its indebtedness, including the term loan due in February, 2002, through a combination of internally generated funds, asset dispositions and refinancings. There can be no assurance, however, regarding the timing or terms of any such dispositions. The Company is also considering expanding its receivable securitization program.

The Company believes it has sufficient sources of financing to maintain its current operations and to fund its obligations as they become due. However, actual results could differ from this expectation as a result of multiple factors, such as the Company’s ability to consummate asset sales on acceptable terms and the impact of any further downgrades of the Company’s debt ratings.

MARKET RISK

In the normal course of business, the Company is exposed to fluctuations in currency values, interest rates, commodity prices and other market risks. The Company addresses these risks through a program that includes the use of financial instruments. Financial instruments utilized by the Company in its hedging activities, primarily swaps and forwards, are viewed as risk management tools, involve little complexity and are not used for trading or speculative purposes. The Company diversifies the counterparties used and monitors the concentration of risk to limit its counterparty exposure.

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Crown Cork & Seal Company, Inc.

International operations, principally European, constitute a significant portion of the Company’s consolidated revenues and identifiable assets. These operations result in a large volume of foreign currency commitments and transaction exposures and significant foreign currency net asset exposures. The Company’s objective in managing exposure to foreign currency fluctuations is to reduce earnings and cash flow volatility associated with foreign exchange rate changes. The Company actively manages foreign currency exposures associated with recognized foreign currency denominated assets and liabilities, firm commitments and anticipated transactions which arise in the normal course of business at the operating unit level. Exposures that cannot be naturally offset within an operating unit are hedged with derivative financial instruments. The general purpose for using derivative instruments is to minimize the cash flow variability of local currency costs and revenues which are denominated in currencies other than the local functional currency. Foreign exchange contracts which hedge defined exposures generally mature within twelve months. The Company does not generally hedge its exposure to translation gains or losses on its non-U.S. net assets because cash flows are often reinvested within the operations which generate them and, where possible, borrowings are obtained in the local functional currency. The Company has also entered into cross-currency swaps to hedge the related foreign currency exchange risk related to subsidiary debt which is denominated in currencies other than the functional currency of the related subsidiary. The swaps outstanding at December 31, 2000 effectively convert U.S. dollar-denominated debt into local currency debt for both interest and principal.

The table below provides information in U.S. dollars as of December 31, 2000 about the Company’s forward currency exchange contracts. The majority of the contracts expire in 2001.

Buy/Sell	Contract Amount	Average Contractual Exchange Rate
U.S. dollars/Euro	$349	.88
Sterling/U.S. dollars	363	1.44
Euro/Sterling	277	1.63
Sterling/Euro	100	.62
U.S. dollars/Canadian dollars	90	1.53

The Company has an additional $187 in a number of smaller contracts to purchase or sell various other currencies, principally European, as of December 31, 2000. Unrealized losses on these contracts at December 31, 2000 were $3.

Total forward exchange contracts outstanding as of December 31, 1999 were $1,336.

The Company manages its interest rate risk, primarily from fluctuations in U.S. prime and LIBOR interest rates, in order to balance its exposure between fixed and variable rates while attempting to minimize its interest costs. Generally, the Company maintains variable interest rate debt at a level of 40% to 60% of total borrowings. The Company manages its interest rate risk by retiring and issuing debt from time to time and by executing interest rate swaps. At December 31, 2000, three cross-currency swaps were outstanding with a U.S. dollar-equivalent notional amount of $700. These swaps effectively convert fixed rate U.S. dollar-denominated debt into fixed rate sterling-denominated debt (£ 302) and floating rate euro-denominated debt (euro 223). The notional amounts and maturities for the underlying U.S. dollar debt and the cross-currency swaps are the same, minimizing the impact on the financial statements from changing interest and foreign exchange rates.

For debt obligations, the table below presents principal cash flows and related interest rates by year of maturity. Variable interest rates disclosed represent the weighted average rates at December 31, 2000. Cross-currency swaps have been included within the appropriate debt classification.

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Crown Cork & Seal Company, Inc.

	Year of Maturity
Debt	2001		2002		2003		2004		2005		Thereafter
Fixed rate	$	37	$	370	$	415	$	292	$	409	$	1,014	*
Average interest rate		7.5%		7.1%		7.4%		6.0%		8.1%		7.8%
Variable rate	$	263	$	2,332	$	215					$	2
Average interest rate		6.7%		7.4%		4.3%						8.1%

* Includes debentures of $200 with a maturity of 2023 which are redeemable at the option of the Company, with prior notice to holders, at any time on or after April 15, 2003. Redemption values vary as defined in the prospectus dated January 15, 1993.

At December 31, 1999, debt outstanding included fixed rate debt of $2,910 with an average interest rate of 7.3%, and variable rate debt of $2,194 with an average interest rate of 5.1%.

The Company’s basic raw materials, primarily aluminum, tinplate and resins, are subject to significant price fluctuations. The Company’s objective in managing its exposure to changing commodity prices is to limit the impact on earnings and cash flow, that is, reduce volatility, through arrangements with customers and suppliers and, at times, through the use of commodity instruments designated as hedges. Any gains or losses realized from the use of these instruments are included in inventory to the extent that they are designated and effective as hedges of the anticipated purchases. The maturities of the commodity instruments closely correlate to the anticipated purchases of those commodities.

The Company’s use of financial instruments in managing market risk exposures described above is consistent with the prior year. Further information specific to Company financing is presented in Notes P and Q to the Consolidated Financial Statements.

PROVISION FOR RESTRUCTURING AND OTHER CHARGES

The items included within this caption in 2000 are provisions of (i) $255 ($166 net of tax or $1.32 per share) in connection with asbestos litigation, (ii) $48 ($33 net of tax or $.27 per share) for restructuring charges, (iii) $26 ($19 net of tax or $.15 per share) for asset impairment charges and (iv) $4 ($4 net or $.03 per share) for the loss associated with the sale of an operation in South America to its local management. In 1999, this caption included a provision of $163 ($106 net of tax or $.87 per share) for asbestos litigation and a credit of $7 ($5 net of tax or $.04 per share) for restructuring. In 1998, this caption included $179 ($127 after-tax or $.95 per share) for restructuring and $125 ($78 net or $.59 per share) for asbestos litigation.

The asbestos litigation is discussed further under the section titled Provision for Asbestos Litigation.

The 2000 restructuring charge of $48 was incurred in connection with overhead structure modifications in Europe and the closure of three plants in the U.S. metal packaging operations. The charge included (i) severance pay and benefits covering the reductions of approximately 1,000 employees, a cash expense of $42, (ii) costs associated with the write-down of assets of $1 and (iii) lease termination and other exit costs of $5. The Company anticipates that the restructuring actions will save approximately $30 after-tax on an annualized basis when fully implemented. Additional details about the restructuring charge are included in Note L to the Consolidated Financial Statements.

The 2000 asset impairment charge of $26 includes the write-off of a minority interest in a machinery company and an investment in Eastern Europe due to uncertainty regarding the ultimate recovery of these investments. The events which caused the Company to review its investments for impairment were a Chapter 11 bankruptcy petition filed by the machinery company and the politically unstable environment in which the Company’s investment in Eastern Europe operated.

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Crown Cork & Seal Company, Inc.

During 1999, management decided not to close a plant originally provided for in September 1998 based on a customer’s decision to increase its purchases in that plant’s geographic market. Management also decided during 1999 to close one plant in Europe and to reorganize its worldwide research and development functions. This decision, combined with the cancellation of the 1998 project, resulted in a net credit to earnings of $7 ($5 after-tax or $.04 per share), including a credit of $6 for employee severance and related benefits and a credit of $1 for other exit costs.

During 1998, the Company provided $179 ($127 after-tax or $.95 per share) for the costs associated with a plan to close thirteen plants and to reorganize three additional plants. Included in the restructuring charge were costs for (i) severance and related benefits amounting to $99, (ii) asset write-downs amounting to $60 and (iii) lease termination and other exit costs amounting to $20, primarily a cash expense. The severance charge covered the reduction of approximately 2,900 employees, 1,900 of whom were involved in direct manufacturing operations. Reductions in headcount were completed at the end of the third quarter of 1999. The asset write-downs which reflected the impairment of property, plant and equipment, principally in the Americas Division, were reflected as a reduction in the carrying values of the related assets. Lease termination and other exit costs were substantially incurred by the end of 1999.

PROVISION FOR ASBESTOS LITIGATION

The Company is one of over 100 defendants in a substantial number of lawsuits filed by persons alleging bodily injury as a result of exposure to asbestos. This litigation arose from the insulation operations of a U.S. company, the majority of whose stock the Company purchased in 1963. Within approximately three months of this stock purchase, this U.S. company sold its insulation operations.

Prior to 1998, the amounts paid to asbestos litigation claimants were covered by a fund of $80 made available to the Company under a 1985 settlement with carriers insuring the Company through 1976, when the Company became self-insured.

Until 1998 the Company considered that the fund was adequate and that the likelihood of exposure for this litigation in excess of the amount of the fund was remote. This view was based on the Company’s analysis of its potential exposure, the balance available under the 1985 settlement, historical trends and actual settlement ranges. However an increase in claims activity along with several larger group settlements, caused the Company to reevaluate its position. As a consequence, the Company provided an after-tax charge of $78 (or $.59 per share) in 1998 to supplement the remaining fund and cover estimated future claims.

During 1999, the Company recorded an after-tax charge of $106 (or $.87 per share) to increase its estimate of probable costs related to asbestos. This charge was based on management’s on-going evaluation of the adequacy of its asbestos related accrual and considered the nature and amounts of claims settled and new claims received. The need to increase the accrual was primarily driven by an acceleration of pending claims as well as larger group settlements which occurred in the fourth quarter of 1999.

During the fourth quarter of 2000, the Company engaged an expert in the field of medical demographics to perform an independent evaluation of the Company’s potential asbestos liability. Based on this evaluation, and the Company’s own review, the Company recorded an after-tax charge of $166 (or $1.32 per share) to increase its reserve for probable and estimable costs related to asbestos litigation. The Company expects to incur asbestos liability payments of approximately $100 during the next year, of which $54 relates to settlements in place at December 31, 2000.

At December 31, 2000, approximately 44,000 asbestos personal injury claims were pending against the Company. During 2000, approximately 44,000 claims were filed and the Company disposed of approximately 40,000 claims for approximately $100, some of which will be paid to claimants over a period of several years. These figures, and the charge noted above, do not include 31,000 pending claims involving plaintiffs who

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Crown Cork & Seal Company, Inc.

allege that they are, or were, maritime workers subject to exposure to asbestos, but whose claims the Company believes, based upon counsel’s advice, will not, in the aggregate, involve any material liability.

Based on the independent evaluation referred to above, and the Company’s own review, the asbestos related liability for pending and future claims that are probable and estimable was approximately $420 at December 31, 2000. The Company cautions, however, that this estimate may be influenced by changes in the litigation environment and other factors which may vary as claims are filed and settled or otherwise disposed of. Accordingly, these matters, if resolved in a manner different from the estimate, could have a material effect on the operating results or cash flows in future periods. While it is not possible to predict with certainty the ultimate outcome of these lawsuits and contingencies, the Company believes, after consultation with counsel, that resolution of these matters is not expected to have a material adverse effect on the Company’s financial position.

CAPITAL EXPENDITURES

Consolidated capital expenditures totaled $262 in 2000 as compared with $280 in 1999. Minority partner contributions to consolidated capital expenditures were approximately $4 in both years.

Expenditures in the Americas Division totaled $119 in 2000, including spending for U.S. PET bottle projects, increased printing capabilities in the U. S. beverage can operations, increased plastic closure capacity, and several health and beauty care projects.

Spending in the European Division of $132 included line conversion, lightweighting and can shaping projects in the United Kingdom beverage can operations, plastic closure capacity expansion in Western Europe, and increased printing capabilities in France.

The Company expects its capital expenditures in 2001 to be approximately $170, which the Company believes is sufficient to maintain its operations at their current levels of capacity and efficiency.

ENVIRONMENTAL MATTERS

Compliance with the Company’s Environmental Protection Policy is a primary management objective and the responsibility of each employee of the Company. The Company is committed to the protection of human health and the environment and is operating within the increasingly complex laws and regulations of national, state, and local environmental agencies or is taking action aimed at assuring compliance with such laws and regulations. Environmental considerations are among the criteria by which the Company evaluates projects, products, processes and purchases, and, accordingly, does not expect compliance with these laws and regulations to have a material effect on the Company’s competitive position, financial condition, results of operations or capital expenditures.

The Company is dedicated to a long-term environmental protection program and has initiated and implemented many pollution prevention programs with an emphasis on source reduction. The Company continues to reduce the amount of metal and plastic used in the manufacture of steel, aluminum and plastic containers through “lightweighting” programs. The Company not only recycles nearly 100% of scrap aluminum, steel, plastic and copper used in its manufacturing processes, but through its Nationwide Recyclers subsidiary, is directly involved in post-consumer aluminum and plastics recycling. Many of the Company’s programs for pollution prevention reduce operating costs and improve operating efficiencies.

The Company has been identified by the EPA as a potentially responsible party (along with others, in most cases) at a number of sites. Estimated remedial expenses for active projects are recognized in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs. Actual expenditures for remediation were $2 and $3 in 2000 and 1999, respectively. The Company’s balance sheet reflects estimated gross remediation liabilities of $21 and $19 at December 31,

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Crown Cork & Seal Company, Inc.

2000 and 1999, respectively, and probable recoveries related to indemnification from the sellers of acquired companies and the Company’s insurance carriers of $5 and $10 at December 31, 2000 and 1999, respectively.

Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, advances in technology, changes in environmental laws and regulations and their application, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement of and the financial capability of other potentially responsible parties and the time periods (sometimes lengthy) over which site remediation occurs. It is possible that some of these matters, the outcome of which are subject to various uncertainties, may be decided unfavorably against the Company. It is, however, the opinion of Company management, after consulting with counsel, that any unfavorable decision will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.

COMMON STOCK AND OTHER SHAREHOLDERS’ EQUITY

Shareholders’ equity was $2,109 at December 31, 2000 as compared with $2,891 and $2,975 at December 31, 1999 and 1998, respectively. The decrease in 2000 equity was primarily due to the net loss for the year of $174, currency translation losses in non-U.S. operations of $221, a minimum pension liability adjustment of $213, dividends declared on common stock of $125, and stock repurchases of $49. The decrease in 1999 equity was due to currency translation in non-U.S. subsidiaries of $161, dividends declared on common stock of $122 and the repurchase of common and preferred shares of $30, offset by $166 of earnings in the business and a $63 minimum pension liability adjustment.

The Company’s 1998 share repurchase program allows for the repurchase of up to ten million shares of outstanding common and preferred stock. The Company’s new credit agreement, however, as presented in the Liquidity and Capital Resources section of this discussion, prohibits the repurchase of common stock except to meet the requirements for the Company’s stock-based compensation and savings plans. The Company acquired 3,165,528 shares, 1,256,700 shares and 6,528,783 shares of common stock in 2000, 1999 and 1998, respectively, for $49, $29 and $286, respectively. The Company also acquired 50,000 shares and 4,055,300 shares of acquisition preferred stock for $1 and $181 during 1999 and 1998, respectively.

The Company declared cash dividends on common stock totaling $125 in 2000 and $122 in 1999. The Company’s Board of Directors suspended the quarterly dividend of $.25 per share during the fourth quarter of 2000. In addition, the Company’s new credit agreement prohibits the payment of future dividends.

At December 31, 2000, common shareholders of record numbered 5,528 compared with 5,254 at the end of 1999. Total common shares outstanding were 125,621,648 at December 31, 2000 compared to 121,081,153 at December 31, 1999. In February 2000, all outstanding shares of acquisition preferred stock were converted into approximately 7.6 million shares of common stock. Total acquisition preferred shares outstanding at December 31, 1999 were 8,325,951.

The Board of Directors adopted a Shareholder Rights Plan in 1995 and declared a dividend of one right for each outstanding share of common stock. Such rights only become exercisable, or transferable apart from the common stock, after a person or group acquires beneficial ownership of, or commences a tender or exchange offer for, 15% or more of the Company’s common stock. Each right then may be exercised to acquire one share of common stock at an exercise price of $200, subject to adjustment. Alternatively, under certain circumstances involving the acquisition by a person or group of 15% or more of the Company’s common stock, each right will entitle its holder to purchase a number of shares of the Company’s common stock having a market value of two times the exercise price of the right. In the event the Company is acquired in a merger or other business combination transaction after a person or group has acquired 15% or more of the Company’s common stock, each right will entitle its holder to purchase a number of the acquiring company’s common shares having a market value of two times the exercise price of the right. The rights may be

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Crown Cork & Seal Company, Inc.

redeemed by the Company at $.01 per right at any time until the tenth day following public announcement that a 15% position has been acquired. The rights will expire on August 10, 2005.

INFLATION

Inflation has not had a significant impact on the Company over the past three years and the Company does not expect it to have a significant impact on the results of operations or financial condition in the foreseeable future.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2000, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 140, “Accounting for Transfers and Servicing of Financial Accounting Transfers and Servicing of Financial Assets and Extinguishment of Liabilities (a replacement of FASB Statement No. 125).” SFAS No. 140 revises the accounting for securitization transactions and other transfers of financial assets and collateral and requires certain disclosures. These disclosures include information about securitized assets, including principal outstanding and related accounting policies. The accounting requirements of the standard are effective for transfers and servicing of financial assets and extinguishment of liabilities occurring after March 31, 2001, and must be applied prospectively. The disclosures related to securitization transactions are required for fiscal years ending after December 15, 2000, and comparative disclosures for prior periods are not required. The Company has provided the required disclosures as of December 31, 2000 in Note D of the Notes to the Consolidated Statements and does not expect the impact of the accounting requirements of the standard to be material to its financial position or results of operations in future periods.

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities — an amendment of FASB Statement No. 133,” establishes comprehensive accounting and reporting guidelines for derivative instruments and hedging activities. The standard requires that all derivative instruments be recorded in the balance sheet at fair value. The accounting for changes in fair value of these instruments depends on whether the instruments qualify as a hedge. If the derivative does not qualify as a hedge, changes in fair value are reported in earnings when they occur. If the derivative instrument qualifies as a hedge, the accounting treatment varies based on the type of risk being hedged.

The Company adopted SFAS No. 133 as of January 1, 2001. The related transition adjustments resulted in an after-tax charge to shareholders’ equity of $18, and an after-tax credit of $4 to net income. The ultimate impact of the standard on the Company’s results of operations will depend on a variety of factors, including interest rates and other market conditions, as well as future interpretive guidance from the FASB, which continues to address implementation issues.

In 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." SAB 101, as amended, was effective for the fourth quarter of 2000. Adoption by the Company had no effect on the consolidated financial statements.

YEAR 2000

The Company has not experienced any significant Year 2000 or leap year problems. Also, the Company’s suppliers and customers have not experienced any Year 2000 problems which have had a significant impact on the Company.

In connection with its Year 2000 project, the Company spent approximately $19 of which $9 was expensed. This spending did not include labor costs for employees assigned to the Year 2000 project, as it was not practicable to accumulate such costs. Funding for the Year 2000 project came from operating cash flows.

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Crown Cork & Seal Company, Inc.

EURO CONVERSION

On January 1, 1999, eleven of the fifteen member countries (“the participating countries”) of the European Union (“EU”) established fixed conversion rates between their existing currencies ( the “legacy currencies”) and one common currency, the euro. At that time the euro began trading on currency exchanges and was available for financial transactions. Beginning in January 2002, new euro-denominated currency (bills and coins) will be issued, and legacy currencies will be withdrawn from circulation.

The largest non-participating country is the United Kingdom which provided approximately 12% of the Company’s revenues during 2000 and is a major trading partner with the participating countries. Due to the non-participation of the U.K. in the euro, the competitive position of the Company’s U.K. operations is subject to, among other things, fluctuations in the exchange rate between euro and sterling. Price competition may arise from imports into the U.K. or from the U.K. operations exporting to the European continent. At December 31, 2000, approximately 53% of the contract notional value of outstanding foreign exchange contracts involve the euro, primarily with sterling.

With the convergence of short-term interest rates within the EU, the foreign exchange exposure between the currencies of participating countries has diminished considerably, and the Company has benefitted from reduced hedging costs.

The Company believes it has identified and substantially addressed the significant issues that may have resulted or will result from the euro conversion. These issues include increased competitive pressures from greater price transparency, changes in information systems to accommodate various aspects of the new currency and exposure to market risk with respect to financial instruments. The conversion to the euro, including the costs of implementation, has not been and is not expected to be material. However, the Company cannot guarantee that, with respect to the euro conversion, all problems including long-term competitive implications of the conversion, will be foreseen and corrected and that no material disruption of the Company’s business will occur.

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 “Provision for Litigation” section, and in the discussions of the provision for litigation and restructuring plans in Notes K and L to the Consolidated Financial Statements included in this Annual Report, 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 other oral or written statements which are also “forward-looking statements.” Forward-looking statements can be identified by words, such as “believes,” “estimates,” “anticipates,” “expects” and other words of similar meaning in connection with a discussion of future operating or financial performance. These may include, among others, statements relating to: (i) the Company’s indebtedness, (ii) the impact of an economic downturn or growth in particular regions, (iii) anticipated uses of cash, (iv) cost reduction efforts and expected savings, (v) the expected outcome of contingencies, including with respect to asbestos-related litigation and (vi) the transition to the use of the euro.

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.

Important factors that could cause the actual results of operations or financial condition of the Company to differ include, but are not necessarily limited to, the ability of the Company to realize cost savings from its restructuring programs; changes in the availability and pricing of raw materials (including aluminum can sheet,

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Crown Cork & Seal Company, Inc.

steel tinplate, plastic resin, inks and coatings) and the Company’s ability to pass raw material price increases through to its customers or to otherwise manage these commodity pricing risks; the financial condition of the Company’s customers; the Company’s ability to generate significant free cash to invest in its business and to maintain appropriate debt levels; the Company’s ability to maintain adequate sources of capital and liquidity, including through the consummation of appropriate asset sales; the Company’s ability to realize efficient capacity utilization and inventory levels and to innovate new designs and technologies for its products in a cost-effective manner; changes in consumer preferences for different packaging products; competitive pressures, including new product developments or changes in competitors’pricing for products; changes in governmental regulations or enforcement practices, especially with respect to environmental, health and safety matters and restrictions as to foreign investment or operation; weather conditions including its effect on demand for beverages and on crop yields for fruits and vegetables stored in food containers; changes or differences in U.S. or international economic or political conditions, such as inflation or fluctuations in interest or foreign exchange rates and tax rates; the costs and other effects of legal and administrative cases and proceedings, settlements and investigations; the outcome of asbestos-related litigation (including the level of future claims and the terms of settlements, and the impact of bankruptcy filings by other companies with asbestos-related liabilities, which could increase the Company’s asbestos-related costs over time, and the adequacy of reserves established for asbestos-related liabilities); the effects of the euro conversion issue, labor relations and workforce and social costs; costs and difficulties related to the integration of acquired businesses; and the impact of any potential dispositions or other strategic realignments. Some of the factors noted above are discussed elsewhere in this Annual Report and 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.

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 SEC, the Company does not intend to review or revise any particular forward-looking statement in light of future events.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth on pages 18 through 20 within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Market Risk” is incorporated herein by reference.

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Crown Cork & Seal Company, Inc.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Financial Statements
Report of Independent Accountants	28
Consolidated Statements of Income	29
Consolidated Balance Sheets	30
Consolidated Statements of Cash Flows	31
Consolidated Statements of Shareholders' Equity	32
Notes to Consolidated Financial Statements	33
Supplementary Information	55
Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts and Reserves	57

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Crown Cork & Seal Company, Inc.

Report of Independent Accountants

To the Board of Directors and Shareholders
of Crown Cork & Seal Company, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Crown Cork & Seal Company, Inc. and its subsidiaries at December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 14, 2001

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)

	2000			1999			1998
Net sales	$	7,289		$	7,998		$	8,568
Costs, expenses and other income
Cost of products sold (excluding
depreciation and amortization)		5,982			6,326			6,795
Depreciation		375			395			404
Amortization		120			127			129
Selling and administrative expense		314			348			379
Provision for restructuring and other
charges. . Notes K, L and M		333			156			304
(Gain)/loss on sale of assets		1			(18	)
Interest expense		393			367			408
Interest income		(20	)		(25	)		(45	)
Translation and exchange adjustments		8			13			14
		7,506			7,689			8,388
Income/(loss) before income taxes		(217	)		309			180
Provision/(benefit) for income taxes . . Note T		(58	)		105			74
Income/(loss) from operations		(159	)		204			106
Minority interests, net of equity earnings		(15	)		(23	)		(1	)
Net income (loss)		(174	)		181			105
Preferred stock dividends		2			15			17
Net income/(loss) available to common shareholders	($	176	)	$	166		$	88
Per common share data:
Earnings (loss) Note R
Basic	($	1.40	)	$	1.36		$	.71
Diluted	($	1.40	)	$	1.36		$	.71
Dividends	$	1.00		$	1.00		$	1.00

Certain prior year amounts have been reclassified to improve comparability.

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

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Crown Cork & Seal Company, Inc.

CONSOLIDATED BALANCE SHEETS
(in millions, except share data)

December 31	2000			1999
Assets
Current assets
Cash and cash equivalents	$	382		$	267
Receivables . . Note D		1,153			1,166
Inventories . . Note E		1,288			1,312
Prepaid expenses and other current assets		90			96
Total current assets		2,913			2,841
Long-term notes and receivables		25			27
Investments		142			178
Goodwill, net of amortization		3,920			4,228
Property, plant and equipment . . Note F		2,969			3,255
Other non-current assets		1,190			1,016
Total	$	11,159		$	11,545
Liabilities & Shareholders' Equity
Current liabilities
Short-term debt . . Note P	$	232		$	1,362
Current maturities of long-term debt . . Note P		68			169
Accounts payable and accrued liabilities . . Note G		1,903			1,803
United States and foreign income taxes		58			80
Total current liabilities		2,261			3,414
Long-term debt, excluding current maturities . . Note P		5,049			3,573
Other non-current liabilities . . Note H		814			686
Postretirement and pension liabilities . . Note S		731			686
Minority interests		195			295
Commitments and contingent liabilities . . Notes J and K
Shareholders' equity
Preferred stock, 4.5% cumulative convertible,
par value: $41.8875; authorized: 12,432,622 . . Note N
2000 - outstanding None
1999 - outstanding 8,325,951					349
Additional preferred stock, authorized: 30,000,000;
none issued . . Note N
Common stock, par value: $5.00; authorized:
500,000,000 . . Note N
2000 - issued 155,968,854		780
1999 - issued 155,792,879					779
Additional paid-in capital		1,596			1,317
Retained earnings		994			1,295
Accumulated other comprehensive loss . . Note C		(1,110	)		(676	)
Treasury stock (2000 - 30,347,206 shares; 1999 -
34,711,726 shares)		(151	)		(173	)
Total shareholders' equity		2,109			2,891
Total	$	11,159		$	11,545

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

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

	2000			1999			1998
Cash flows from operating activities
Net income (loss)	($	174	)	$	181		$	105
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization		495			522			533
Provision for restructuring and other charges		222			101			205
(Gain)/loss on sale of assets		1			(10	)
Deferred income taxes		11			86			113
Changes in assets and liabilities, net of
businesses acquired:
Receivables		(110	)		71			1
Inventories		(26	)		28			(24	)
Accounts payable, accrued and other liabilities		(127	)		(93	)		(235	)
Other, net		(22	)		(59	)		(26	)
Net cash provided by operating activities		270			827			672
Cash flows from investing activities
Capital expenditures		(262	)		(280	)		(487	)
Acquisition of businesses, net of cash acquired		(11	)		(49	)		(31	)
Proceeds from sale of property, plant and equipment		28			91			47
Proceeds from sale of businesses					44			35
Other, net		(3	)		(3	)		(16	)
Net cash used for investing activities		(248	)		(197	)		(452	)
Cash flows from financing activities
Proceeds from long-term debt		4			685			23
Payments of long-term debt		(216	)		(225	)		(443	)
Net change in short-term debt		601			(899	)		877
Stock repurchased		(49	)		(30	)		(467	)
Dividends paid		(127	)		(138	)		(143	)
Common stock issued - benefit plans		2						6
Acquisition of minority interests		(81	)
Minority contributions, net of dividends paid		(7	)		(10	)		(5	)
Net cash provided by (used for)
financing activities		127			(617	)		(152	)
Effect of exchange rate changes on cash
and cash equivalents		(34	)		(30	)		10
Net change in cash and cash equivalents		115			(17	)		78
Cash and cash equivalents at January 1		267			284			206
Cash and cash equivalents at December 31	$	382		$	267		$	284

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

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions, except share data)

	Comprehensive      Income/(Loss)		Preferred Stock		Common Stock	Paid-In Capital		Retained Earnings		Accumulated       Other            Comprehensive    Income/(Loss)		Treasury Stock		Total
Balance December 31, 1997			$521		$779	$1,561		$1,327		($522	)	($137	)	$3,529
Net income - 1998	$105							105						105
Translation adjustments	31									31				31
Minimum pension liability
adjustment, net of $47 tax	(87	)								(87	)			(87	)
Comprehensive income	$49
Stock repurchased:
6,528,783 common shares						(225	)	(29	)			(32	)	(286	)
4,055,300 preferred shares			(170	)				(11	)					(181	)
Dividends declared:
Common								(125	)					(125	)
Preferred								(17	)					(17	)
Stock issued-benefit plans
467,600 shares						4						2		6
Balance December 31, 1998			351		779	1,340		1,250		(578	)	(167	)	2,975
Net income - 1999	$181							181						181
Translation adjustments	(161	)								(161	)			(161	)
Minimum pension liability
adjustment, net of ($34) tax	63									63				63
Comprehensive income	$83
Stock repurchased:
1,256,700 common shares						(23	)					(6	)	(29	)
50,000 preferred shares			(2	)				1						(1	)
Dividends declared:
Common								(122	)					(122	)
Preferred								(15	)					(15	)
Balance December 31, 1999			349		779	1,317		1,295		(676	)	(173	)	2,891
Net loss - 2000	($174	)						(174	)					(174	)
Translation adjustments	(221	)								(221	)			(221	)
Minimum pension liability
adjustment, net of $115 tax	(213	)								(213	)			(213	)
Comprehensive loss	($608	)
Stock repurchased:
3,165,528 common shares						(33	)					(16	)	(49	)
Dividends declared:
Common								(125	)					(125	)
Preferred								(2	)					(2	)
Preferred stock conversions			(349	)	1	311						37
7,591,802 common shares
Stock issued-benefit plans
114,221 shares						1						1		2
Balance December 31, 2000					$780	$1,596		$994		($1,110	)	($151	)	$2,109

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

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Crown Cork & Seal Company, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share, employee, shareholder and statistical data; per share earnings are quoted as diluted)

A. Summary of Significant Accounting Policies

Business and Principles of Consolidation. The consolidated financial statements include the accounts of Crown Cork & Seal Company, Inc. (the “Company”) and its wholly-owned and majority-owned subsidiary companies. The Company manufactures and sells metal and plastic containers, metal and plastic closures, crowns and canmaking equipment. These products are manufactured in the Company’s plants both within and outside the United States and are sold through the Company’s sales organization to the soft drink, food, citrus, brewing, household products, personal care and various other industries. The financial statements have been prepared in conformity with generally accepted accounting principles and reflect management’s estimates and assumptions. Actual results could differ from those estimates, impacting reported results of operations and financial position. All significant intercompany accounts and transactions are eliminated in consolidation. Investments in joint ventures and other companies in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies (generally greater than 20% ownership), are accounted for by the equity method. Other investments are carried at cost.

Foreign Currency Translation. For non-U.S. subsidiaries which operate in a local currency environment, assets and liabilities are translated into U.S. dollars at year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the year. Translation adjustments for these subsidiaries are accumulated in a separate component of accumulated other comprehensive income/(loss) in shareholders’ equity. For non-U.S. subsidiaries which operate in U.S. dollars (functional currency) or whose economic environment is highly inflationary, local currency inventories and plant and other property are translated into U.S. dollars at approximate rates prevailing when acquired; all other assets and liabilities are translated at year-end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates; all other income and expense items are translated at average exchange rates prevailing during the year. Gains and losses which result from remeasurement are included in earnings.

Revenue Recognition. The Company recognizes revenue from product sales when the goods are shipped and the title and risk of loss pass to the customer. Provisions for discounts and rebates to customers, and return and other adjustments are provided in the same period that the related sales are recorded.

Cash and Cash Equivalents. Cash equivalents represent investments with maturities of three months or less from the time of purchase and are carried at cost which approximates fair value because of the short maturity of those instruments. Outstanding checks in excess of funds on deposit are included in accounts payable.

Inventory Valuation. Inventories are stated at the lower of cost or market, with cost for domestic metal, crown and closure inventories principally determined under the last-in, first-out ("LIFO") method. Non-U.S. inventories are principally determined under the average cost method.

Goodwill. Goodwill, representing the excess of the cost over the net tangible and identifiable intangible assets of acquired businesses, is stated at cost and is amortized, principally on a straight-line basis, over the estimated future periods to be benefited (primarily 40 years). Accumulated amortization amounted to $658 and $564 at December 31, 2000 and 1999, respectively.

Property, Plant and Equipment. Property, plant and equipment (“PP&E”) is carried at cost and includes expenditures for new facilities and equipment and those costs which substantially increase the useful lives of existing PP&E. Cost of significant assets includes capitalized interest incurred during the construction and development period. Maintenance, repairs and minor renewals are expensed as incurred. When properties are retired or otherwise disposed, the related costs and accumulated depreciation are eliminated from the respective accounts

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Crown Cork & Seal Company, Inc.

and any profit or loss on disposition is reflected in income. Costs assigned to PP&E of acquired businesses are based on estimated fair value at the date of acquisition.

Depreciation and amortization are provided on a straight-line basis for financial reporting purposes and an accelerated basis for tax purposes over the estimated useful lives of the assets. The range of estimated economic lives assigned to each significant fixed asset category is as follows: Land Improvements-25; Buildings and Building Improvements-25 to 40; Other Depreciable Assets-3 to 14.

Impairment of Long-Lived Assets. In the event that facts and circumstances indicate that the cost of long-lived assets may be impaired, the Company performs a recoverability evaluation. If an evaluation is required, the estimated future undiscounted cash flows associated with the assets are compared to the assets’ carrying amount to determine whether a write-down to fair value is required.

Risk Management Contracts. In the normal course of business, the Company employs a variety of off-balance-sheet financial instruments, referred to as derivative financial instruments, to manage its exposure to fluctuations in interest rates, foreign currency exchange rates and, to a lesser extent, commodity prices, including interest rate and cross-currency swap agreements, futures, forwards, options and other financial instruments with similar characteristics.

The Company designates and assigns the financial instruments as hedges of underlying exposures associated with recognized assets and liabilities, firm commitments or anticipated transactions. The gains or losses on these contracts generally offset changes in the value of the related exposures and are deferred in the balance sheet until settlement of the underlying exposure.

Instruments used as hedges must be effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at inception of the contract.

As a matter of policy, any derivative instrument that is not designated as a hedge is marked to market and recognized in earnings immediately.

The Company classifies its derivative financial instruments as held or issued for purposes other than trading. Option premiums and the accrued differential for interest rate swaps to be received under the agreements are recorded in the balance sheet as other assets. The accrued differential for interest rate swaps to be paid under the agreements are included in accounts payable and accrued liabilities. Realized gains and losses from hedges are classified in the income statement consistent with the accounting treatment of the items being hedged. The Company accrues the differential for interest rate and cross-currency swaps to be paid or received under the agreements as adjustments to net interest expense over the lives of the swaps. Gains or losses related to firm commitments and anticipated transactions are deferred until settlement of the underlying transaction at which time they are included as part of the cost of the underlying item.

When hedged assets or liabilities are sold or extinguished or anticipated transactions are no longer probable, deferred gains or losses are recognized immediately in current earnings. When the financial instrument is terminated or settled prior to expected maturity or realization of the underlying item, hedge accounting is discontinued prospectively and gains or losses up to the date of termination or settlement are deferred into the underlying item and recognized in earnings concurrently with the underlying item.

Cash flows from hedges are classified in the statement of cash flows under the same category as the cash flows from the related assets, liabilities, firm commitments or anticipated transactions. For further discussion of the Company’s policies surrounding risk management and details of the outstanding contracts and their related fair values, see Notes P and Q and the discussion of Market Risk in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Crown Cork & Seal Company, Inc.

Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133), as amended. This standard establishes new accounting and reporting guidelines for derivative instruments and hedging activities. All derivative instruments will now be measured at their current fair value and recorded in the consolidated balance sheet as either assets or liabilities. The accounting for changes in fair value of these instruments will be based on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair values of the underlying exposures that they are designated to hedge. Adjustments to fair value and the related gains or losses will no longer be deferred but will be reported either in current earnings or shareholders’ equity as other comprehensive income. Amounts recorded in other comprehensive income will be recognized in income when the related hedged item impacts earnings.

Treasury Stock. Treasury stock is reported at par value and constructively retired. The excess of fair value over par value is first charged to paid in capital, if any, and then to retained earnings.

Research and Development. Research, development and engineering expenditures which amounted to $41, $52 and $53 in 2000, 1999 and 1998, respectively, are expensed as incurred. Substantially all engineering and development costs are related to developing new products or designing significant improvements to existing products.

Reclassifications. Certain reclassifications of prior years' data have been made to improve comparability.

B. Accounting and Reporting Change

In the fourth quarter of 2000, the Company adopted the provisions of the Emerging Issues Task Force 00-10 (“EITF 00-10”), “Accounting for Shipping and Handling Fees and Costs.” EITF 00-10 requires that the costs for shipping and handling of the Company’s products be reported in an expense classification rather than as a reduction to sales. Within the Consolidated Statements of Income, the Company, to comply with EITF 00-10, has reclassified $244 in 2000, $266 in 1999 and $268 in 1998 from net sales to cost of products sold. These adjustments have no impact on income from operations or net income. In the future, these costs will be reported as a component of cost of products sold.

C. Comprehensive Income (Loss)

Comprehensive income/(loss) is comprised of two subsets — net income/(loss) and other comprehensive income/(loss). Included in other comprehensive income/(loss) for the Company are cumulative translation adjustments and minimum pension liability adjustments. These adjustments are accumulated within the Statement of Shareholders’ Equity under the caption “Accumulated Other Comprehensive Income/(Loss)". As of December 31, accumulated other comprehensive income/(loss), as reflected in the Consolidated Statement of Shareholders’ Equity, was comprised of the following:

	2000			1999
Minimum pension liability adjustments	($	254	)	($	41	)
Cumulative translation adjustments		(856	)		(635	)
	($	1,110	)	($	676	)

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Crown Cork & Seal Company, Inc.

D. Receivables

	2000			1999
Accounts and notes receivable	$	1,072		$	1,033
Less: allowance for doubtful accounts		(116	)		(48	)
Net trade receivables		956			985
Miscellaneous receivables		197			181
	$	1,153		$	1,166

The Company utilizes receivable securitization agreements in its management of cash flow activities. Agreements were outstanding during 2000 in North America and in Europe, reaching a maximum of approximately $400. The receivable securitizations were accounted for as sales in accordance with SFAS No. 125, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” Accordingly, accounts sold under the outstanding securitization agreements have been reflected as a reduction in receivables in the accompanying Consolidated Balance Sheets. During 2000 the Company recorded fees related to the outstanding securitizations amounting to approximately $15, which was included in the caption “Interest Expense” in the Consolidated Statements of Income. At December 31, 2000, $162 ($252 at December 31, 1999) of receivable sales in Europe were reported as a reduction of trade receivables.

The Company provided $55 ($36 after-tax or $.28 per diluted share) during 2000 against a receivable from a U.S. food can customer that has filed a voluntary Chapter 11 bankruptcy petition. This amount is included in the caption “Cost of products sold (excluding depreciation and amortization)” in the Consolidated Statements of Income.

E. Inventories

	2000		1999
Finished goods	$	530	$	503
Work in process		165		174
Raw materials and supplies		593		635
	$	1,288	$	1,312

Approximately 23% and 29% of worldwide productive inventories at December 31, 2000 and 1999, respectively, were stated on the LIFO method of inventory valuation. Had average cost (which approximates replacement cost) been applied to such inventories at December 31, 2000 and 1999, total inventories would have been $22 and $13 higher, respectively.

F. Property, Plant and Equipment

	2000			1999
Buildings and improvements	$	869		$	889
Machinery and equipment		4,161			4,145
		5,030			5,034
Less: accumulated depreciation and amortization		(2,391	)		(2,154	)
		2,639			2,880
Land and improvements		171			183
Construction in progress		159			192
	$	2,969		$	3,255

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Crown Cork & Seal Company, Inc.

G. Accounts Payable and Accrued Liabilities

	2000		1999
Trade accounts payable	$	1,076	$	1,127
Salaries, wages and other employee benefits		302		204
Asbestos litigation		100		70
Deferred taxes		69		53
Interest		59		50
Restructuring		32		21
Environmental		3		3
Other		262		275
	$	1,903	$	1,803

H. Other Non-Current Liabilities

	2000		1999
Deferred taxes	$	354	$	381
Asbestos litigation		320		179
Postemployment benefits		41		45
Environmental		18		16
Other		81		65
	$	814	$	686

Other non-current assets include $5 and $10 at December 31, 2000 and 1999, respectively, for probable recoveries related to environmental liabilities.

I. Acquisitions, Investments and Divestitures

During 2000, the Company acquired, in separate transactions, the assets of a plastic bottle manufacturer and a specialty packaging manufacturer in the United Kingdom and the assets of a food can manufacturer in Spain, for aggregate cash payments of $11. Also during 2000, the Company purchased, for $81, the minority interests in its CarnaudMetalbox Asia Limited subsidiary operations in Thailand, Singapore, Vietnam and China.

During 1999, the Company (i) acquired, in separate transactions, the assets of a beverage can manufacturer in Greece and a food can manufacturer in Spain for aggregate cash payments of $49, (ii) sold its composite can business to Sonoco Products for $44, (iii) exercised its right to return Golden Aluminum to ACX Technologies, and (iv) combined its operations in South Africa with certain metal packaging businesses of Nampak Limited to form a new company, with Nampak having a controlling interest.

During 1998, the Company acquired, in separate transactions, the assets of food can manufacturers in Portugal and Poland for aggregate cash payments of $31.

For financial reporting purposes, all of the acquisitions above were treated as purchases. The operating results of each acquisition are included in consolidated net income from the date of acquisition.

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Crown Cork & Seal Company, Inc.

The following represents the non-cash impact of the acquisitions noted above:

	2000			1999			1998
Fair value of assets acquired, including goodwill	$	18		$	67		$	75
Liabilities assumed		(2	)		(18	)		(44	)
Note payable		(5	)
Cash paid	$	11		$	49		$	31

J. Lease Commitments

The Company and its subsidiaries lease manufacturing, warehouse and office facilities and certain equipment. Certain non-cancelable leases are classified as capital leases, and the leased assets are included in PP&E. Other long-term non-cancelable leases are classified as operating leases and are not capitalized. The amount of capital leases reported as capital assets, net of accumulated amortization, at December 31, 2000 and 1999 was $44 and $47, respectively.

Under long-term operating leases, minimum annual rentals are $33 in 2001, $22 in 2002, $13 in 2003, $9 in 2004, $7 in 2005, and a total of $40 in 2006 and thereafter. Such rental commitments have been reduced by minimum sublease rentals of $22 due in the future under non-cancelable subleases. Under long-term capital leases, minimum annual rentals are $6 in 2001, $7 in 2002, $5 in 2003, $5 in 2004, $2 in 2005, and a total of $6 in 2006 and thereafter. The present value of future minimum payments on capital leases is $25 with the current portion of the obligation being $5. Rental expense (net of sublease rental income of $4 in 2000, $5 in 1999 and $5 in 1998) amounted to $36 in 2000, $31 in 1999 and $42 in 1998.

K. Commitments and Contingent Liabilities

The Company has various commitments to purchase materials and supplies as part of the ordinary conduct of business. Such commitments are not at prices in excess of current market. 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 material fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to reflect these movements. There can be no assurance, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers.

The Company is one of over 100 defendants in a substantial number of lawsuits filed by persons alleging bodily injury as a result of exposure to asbestos. This litigation arose from the insulation operations of a U.S. company, the majority of whose stock the Company purchased in 1963. Within approximately three months of this stock purchase, this U.S. company sold its insulation operations.

Prior to 1998, the amounts paid to asbestos litigation claimants were covered by a fund of $80 made available to the Company under a 1985 settlement with carriers insuring the Company through 1976, when the Company became self-insured.

Until 1998 the Company considered that the fund was adequate and that the likelihood of exposure for this litigation in excess of the amount of the fund was remote. This view was based on the Company’s analysis of its potential exposure, the balance available under the 1985 settlement, historical trends and actual settlement ranges. However an unexpected increase in claims activity along with several larger group settlements, caused the Company to reevaluate its position. As a consequence, the Company provided an after-tax charge of $78 (or $.59 per share) in 1998 to supplement the remaining fund and cover estimated future claims.

During 1999, the Company recorded an after-tax charge of $106 (or $.87 per share) to increase its estimate of probable costs related to asbestos. This charge was based on management’s on-going evaluation of the adequacy

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Crown Cork & Seal Company, Inc.

of its asbestos related accrual and considered the nature and amounts of claims settled and new claims received. The need to increase the accrual was primarily driven by an acceleration of pending claims as well as larger group settlements which occurred in the fourth quarter of 1999.

During the fourth quarter of 2000, the Company engaged an expert in the field of medical demographics to perform an independent evaluation of the Company’s potential asbestos liability. Based on this evaluation, and the Company’s own review, the Company recorded an after-tax charge of $166 (or $1.32 per share) to increase its reserve for probable and estimable costs related to asbestos litigation. The Company expects to incur asbestos liability payments of approximately $100 during the next year, of which $54 relates to settlements in place at December 31, 2000.

At December 31, 2000, approximately 44,000 asbestos personal injury claims were pending against the Company. During 2000, approximately 44,000 claims were filed and the Company disposed of approximately 40,000 claims for approximately $100, some of which will be paid to claimants over a period of several years. These figures, and the charges noted above, do not include 31,000 pending claims involving plaintiffs who allege that they are, or were, maritime workers subject to exposure to asbestos, but whose claims the Company believes, based upon counsel’s advice, will not, in the aggregate, involve any material liability.

Based on the independent evaluation referred to above, and the Company’s own review, the asbestos related liability for pending and future claims that are probable and estimable was approximately $420 at December 31, 2000. The Company cautions, however, that this estimate may be influenced by changes in the litigation environment and other factors which may vary as claims are filed and settled or otherwise disposed of. Accordingly, these matters, if resolved in a manner different from the estimate, could have a material effect on the operating results or cash flows in future periods. While it is not possible to predict with certainty the ultimate outcome of these lawsuits and contingencies, the Company believes, after consultation with counsel, that resolution of these matters is not expected to have a material adverse effect on the Company’s financial position.

The Company has been identified by the EPA as a potentially responsible party (along with others, in most cases) at a number of sites. Estimated remedial expenses for active projects are recognized in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs. Actual expenditures for remediation were $2 and $3 in 2000 and 1999, respectively. The Company’s balance sheet reflects estimated gross remediation liabilities of $21 and $19 at December 31, 2000 and 1999, respectively, and probable recoveries related to indemnification from the sellers of acquired companies and the Company’s insurance carriers of $5 and $10 at December 31, 2000 and 1999, respectively.

The Company is also subject to various other lawsuits and claims with respect to matters such as governmental and environmental regulations 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, after consulting with counsel, that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the consolidated results, liquidity or financial position of the Company.

L. Restructuring

During the fourth quarter of 2000, the Company recorded a restructuring credit of $3 ($3 after-tax or $.02 per share) for the reversal of (i) $4 provided during the second quarter of 2000 for the closure of a plant in South America and (ii) $4 provided during the second quarter of 2000 for severance costs, partially offset by a restructuring charge of $5 for the closing of an additional plant in the U.S.

The reversal of $4 for the closure of the plant in South America resulted from the subsequent decision by the Company to sell the operation to local management. A charge of $4 was recorded in the fourth quarter to recognize a loss on the sale of this operation, and was included in the caption “Provision for restructuring and other charges” in the Consolidated Statements of Income.

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Crown Cork & Seal Company, Inc.

During the second quarter of 2000, the Company provided $51 ($36 after-tax or $.29 per share) for the costs associated with (i) overhead structure modifications in Europe and (ii) the closure of three plants in the Americas Division. Combined with the adjustments in the fourth quarter, noted above, the net provision for 2000 was $48 which included (i) severance pay and benefits covering the reduction of approximately 1,000 employees, a cash expense of $42, (ii) costs associated with the write-down of assets of $1, and (iii) lease termination and other exit costs of $5.

During 1999, management decided not to close a plant originally provided for in September 1998 based on a customer’s decision to increase its purchases in that plant’s geographic market. Management also decided during 1999 to close one plant in Europe and to reorganize its worldwide research and development functions. This decision, combined with the cancellation of the 1998 project, resulted in a net credit to earnings of $7 ($5 after-tax or $.04 per share), including a credit of $6 for employee severance and related benefits and a credit of $1 for other exit costs.

During 1998, the Company provided $179 ($127 after-tax or $.95 per share) for the costs associated with a plan to close thirteen plants and to reorganize three additional plants. Included in the restructuring charge were costs for (i) severance and related benefits amounting to $99 (ii) asset write-downs amounting to $60 and (iii) lease termination and other exit costs amounting to $20, primarily a cash expense. The severance charge covered the reduction of approximately 2,900 employees, 1,900 of whom were involved in direct manufacturing operations. Reductions in headcount were completed at the end of the third quarter of 1999. The asset write-downs which reflected the impairment of property, plant and equipment, principally in the Americas Division, were reflected as a reduction in the carrying values of the related assets. Lease termination and other exit costs were substantially incurred by the end of 1999.

The asset impairment charges, which result in the write-down of assets to their fair value, were made under announced restructuring plans, where the carrying values exceeded the Company’s estimate of proceeds from abandonment or disposal. The estimates were based principally on past experience of comparable asset disposals. Disposition of assets identified for disposal in recent restructuring actions, including certain machinery, land and buildings, was substantially completed by the end of 2000. The sale of former plant sites typically requires more than one year to complete due to preparations for sale, such as site cleanup and the identification of a buyer, as well as market conditions and the geographic location of the properties. The carrying value of land and buildings held for sale at December 31, 2000 was approximately $27.

Balances remaining in the reserves represent current year provisions as well as contracts or agreements whereby payments from prior restructuring actions are extended over time. This includes agreements with unions and governmental agencies related to employees as well as with landlords in lease arrangements. The balance of the restructuring reserves (excluding write-down of assets which were reflected as a reduction of the related asset account) were included within accounts payable and accrued liabilities. The components of the restructuring reserve and movements within these components during 2000 were as follows:

	Termination Benefits			Other Exit Costs			Asset Write- downs			Total
Opening balance	$	14		$	7					$	21
Provisions		42			5		$	1			48
Payments made		(29	)		(2	)					(31	)
Transfer against assets								(1	)		(1	)
Other movements*		(3	)		(2	)					(5	)
Closing balance	$	24		$	8					$	32

* includes translation adjustments

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Crown Cork & Seal Company, Inc.

During 2000, payments of $29 were made related to the termination of approximately 700 employees, 500 of whom were involved in direct manufacturing operations. Payments of $2 were made for other exit costs.

M. Asset Impairments

Included in the caption “Provision for restructuring and other charges” within the Consolidated Statements of Income, the Company recorded a charge of $26 ($19 after-tax or $.15 per diluted share) in the second quarter of 2000 to write-off a minority interest in a machinery company and an investment in Eastern Europe due to uncertainty regarding the ultimate recovery of these investments. The events which caused the Company to review its investments for impairment were a Chapter 11 bankruptcy petition filed by the machinery company and the politically unstable environment in which the Company’s investment in Eastern Europe operated.

N. Capital Stock

In February 2000, approximately 8.3 million shares of the Company’s 4.5% cumulative convertible preferred stock (“acquisition preferred”) were converted into approximately 7.6 million shares of the Company’s common stock (together with the associated rights to purchase common stock). The acquisition preferred converted into common stock at the rate of 0.91116 share of common stock for each full share of acquisition preferred stock based on the current conversion price of $45.9715. At the mandatory conversion date of February 26, 2000, accrued and unpaid dividends with respect to shares of acquisition preferred were converted into approximately 6,000 shares of common stock based on the conversion price of $45.9715. No additional shares of acquisition preferred stock were outstanding at December 31, 2000.

During 2000, the Company repurchased approximately 3.2 million shares of its common stock for an aggregate cost of $49 under a stock repurchase program approved by the Board of Directors in September 1998.

The Board of Directors has the authority to issue, at any time or from time to time, up to a maximum of 30 million shares of additional preferred stock in one or more classes or series of classes. Such shares of additional preferred stock would not be entitled to more than one vote per share when voting as a class with holders of the Company’s common stock. The voting rights and such designations, preferences, limitations and special rights are, subject to the terms of the Company’s Articles of Incorporation, determined by the Board of Directors.

O. Stock Options

As of December 31, 2000, the Company had three active stock-based incentive compensation plans, 1990, 1994 and 1997. These plans provide for the granting of awards in the form of stock options, deferred stock, restricted stock or stock appreciation rights (“SARs”) and may be subject to the achievement of certain performance goals as determined by the Plan Committee so designated by the Company’s Board of Directors. There have been no issuances of deferred stock or SARs under any of the plans. During 2000, the Company issued 60,000 shares of restricted stock from the 1997 plan. The term for the 1994 plan ended in October 1999, except with respect to grants and awards then outstanding. The term for the 1990 plan ended in February 2000, except with respect to grants and awards then outstanding.

Stock options granted during 2000 generally have a maximum term of ten years and primarily vest pro rata over two years. A maximum of 5,000,000 shares of the Company’s Common Stock were authorized for issuance pursuant to grants and awards made under the 1997 plan, through February 2002.

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Crown Cork & Seal Company, Inc.

A summary of stock option activity is as follows:

	2000			1999			1998
	Shares		Weighted Average  Exercise  Price	Shares		Weighted Average  Exercise  Price	Shares		Weighted Average  Exercise  Price
Options outstanding
at January 1	7,433,760		$38.33	5,298,706		$45.51	4,745,796		$44.54
Granted	873,738		22.14	2,722,507		25.64	1,109,032		47.56
Exercised							(195,571	)	33.81
Canceled	(804,061	)	35.98	(587,453	)	44.29	(360,551	)	44.54
Options outstanding
at December 31	7,503,437		$36.70	7,433,760		$38.33	5,298,706		$45.51
Options exercisable
at December 31	4,222,630		$40.84	2,681,852		$44.16	1,805,674		$43.58
Options available for
grant at December 31	2,540,819			2,981,403			5,721,135

The following table summarizes information concerning currently outstanding and exercisable options:

Options Outstanding				Options Exercisable
Range of Exercise Prices	Number    Outstanding	Weighted Average Remaining Contractual Life	Weighted Average  Exercise  Price	Number    Exercisable	Weighted   Average    Exercise    Price
$16.00 to $19.81	1,055,338	9.0	$19.80	256,675	$19.81
$20.53 to $30.63	2,098,982	8.4	26.91	603,650	27.20
$30.94 to $44.13	2,889,443	4.9	42.60	2,443,530	42.50
$44.88 to $54.38	1,459,674	6.5	51.30	918,775	51.26
	7,503,437	6.8	$36.70	4,222,630	$40.84

The Company applies APB No. 25 and related interpretations in accounting for its plans. Accordingly, no compensation cost was recognized for its fixed stock option plans in the results of operations. Had compensation cost for the Company’s stock-based compensation plans been determined based on the fair value at the grant date for awards under those plans, consistent with the requirements of SFAS No. 123, net income (loss) and earnings/(loss) per share would have been the following pro forma amounts:

		2000	1999	1998
Net income (loss)	As reported	($176)	$166	$ 88
	Pro forma	($189)	$158	$ 81
Basic earnings/(loss) per share	As reported	($1.40)	$1.36	$.71
	Pro forma	($1.50)	$1.29	$.65
Diluted earnings/(loss) per share	As reported	($1.40)	$1.36	$.71
	Pro forma	($1.50)	$1.29	$.65

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Crown Cork & Seal Company, Inc.

The pro forma results may not be representative of the effects on reported income in future years. The fair value of each stock option has been estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	2000			1999			1998
Risk-free interest rate		5.0	%		6.4	%		4.5	%
Expected life of option (years)		5.4			5.0			4.9
Expected stock price volatility		36.8	%		26.7	%		24.5	%
Expected dividend yield*		0.0	%		4.5	%		3.2	%

*In the fourth quarter of 2000, the Board of Directors suspended the Company’s quarterly dividend.

The weighted average grant-date fair values for options granted during 2000, 1999 and 1998 were $13.07, $5.67 and $9.96, respectively.

P. Short-Term Borrowings and Long-Term Debt

	2000			1999
Short-term borrowings (1)
Commercial paper (2)	$	56		$	904
U.S. dollar bank loans/overdrafts		55			79
Other currency bank loans/overdrafts		121			379
Total short-term borrowings	$	232		$	1,362
Long-term debt
U.S. Dollars:
Credit facility borrowings (3)	$	1,962
Commercial paper (2)				$	700
Private placements: rates of 7.0% and 7.54%,
due 2000 and 2005		105			205
Senior notes and debentures:
7.13% due 2002 (4)		350			350
6.75% due 2003 (5)		400			400
6.75% due 2003		200			200
8.38% due 2005		300			300
7.00% due 2006 (5)		300			300
8.00% due 2023		200			200
7.38% due 2026		350			350
7.50% due 2096		150			150
Other indebtedness: rates in 2000 ranging from
7.25% to 9.66%, due 2000 through 2005		106			178
		4,423			3,333
Other currencies:
Credit facility borrowings		353
6.00% Euro Bond due 2004 (6)		281			302
Other indebtedness in various currencies (average rates
ranging from 3.25% to 12.00%), due 2001 through 2006		35			75
Capital lease obligations in various currencies		25			32
Total long-term debt (7)		5,117			3,742
Less: current maturities		(68	)		(169	)
Long-term debt	$	5,049		$	3,573

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Crown Cork & Seal Company, Inc.

(1) The weighted average interest rates for commercial paper outstanding during 2000, 1999 and 1998, were 5.9%, 4.9% and 5.2%, respectively. The weighted average interest rates for notes and overdrafts outstanding during 2000, 1999 and 1998, were 7.0%, 5.5% and 5.6%, respectively.

(2) At December 31, 1999, $700 of commercial paper was reported as long-term, reflecting the Company’s intent and ability to refinance these borrowings on a long-term basis through committed credit facilities.

(3) A committed $2.5 billion multicurrency revolving credit facility with a maturity of February 4, 2002 was available at both December 31, 2000 and 1999. At December 31, 1999, $194 was drawn against the facility and reported as short-term borrowings.

(4) On August 25, 1999, the Company sold $350 of 7.125% public debt securities with a maturity of September 1, 2002. Proceeds from this offering were used to pay down U.S. commercial paper.

(5) On December 12, 1996, two wholly owned finance subsidiaries located in the United Kingdom and France, sold public debt securities which were fully guaranteed by the Company. The face value of the notes bear interest rates ranging from 6.75% to 7.0%. The offerings by the subsidiaries, amounting to $700, were simultaneously converted into fixed rate, 8.28% Sterling and 5.75% euro obligations through cross-currency swaps with various counterparties. On May 23, 2000, the cross-currency swap on the euro obligation was converted to a floating rate instrument with a coupon of EURIBOR less .88%. At December 31, 2000, the equivalent rate was 3.97%.

(6) On December 2, 1999, a wholly owned finance subsidiary, located in France, sold Euro 300 of 6% senior notes in Europe. These notes, which mature December 6, 2004, are listed on the Luxembourg Exchange and are not registered under the U.S. Securities Act of 1933. Proceeds from this offering were used to pay down short term indebtedness in Europe.

(7) At December 31, 1999, the Company was party to other interest rate swaps with a notional value of $39. There were no such swaps outstanding at the end of 2000.

Aggregate maturities of long-term debt for the five years subsequent to December 31, 2000 are $68, $2,702, $630, $292 and $409, respectively. Cash payments for interest were $385 in 2000 and $377 in both 1999 and 1998 (including amounts capitalized of $1 in both 2000 and 1999 and $6 in 1998).

The estimated fair value of the Company’s long-term borrowings, including interest rate financial instruments, based on quoted market prices for the same or similar issues or on current rates offered to the Company for debt of the same remaining maturities was $5,194 and $3,662 at December 31, 2000 and 1999, respectively.

The Company obtained waivers of its noncompliance with the financial covenants of the revolving credit facility at December 31, 2000.

On March 2, 2001, the Company amended and restated its $2,500 multicurrency revolving credit facility and obtained a new $400 term loan. The amended and restated credit facility bears interest at LIBOR plus 2.5% and the maturity date has been extended to December 8, 2003. The term loan bears interest at LIBOR plus 3.5% and matures February 4, 2002. In connection with the new facility and term loan, the Company has pledged as collateral the stock of certain of the Company’s subsidiaries and substantially all of the assets of the borrowing companies and the Company’s domestic subsidiaries, except for those assets which are already pledged, are precluded from being pledged under existing or anticipated agreements, or are impractical to pledge under local law. The credit facility and term loan contain covenants which include (i) interest coverage and leverage ratios, (ii) restrictions on the assumption of indebtedness and payment of dividends and (iii) restrictions on the use of proceeds from asset sales. Any credit facility or term loan repayments made using proceeds from the sale of businesses will permanently reduce the funds available under the agreement.

Q. Financial Instruments

Fair Value. At December 31, 2000, the Company’s financial instruments included cash, cash equivalents, receivables, accounts payable, short and long-term debt and various risk management contracts which do not appear on the balance sheet. Included in these contracts are foreign exchange forwards and swaps, interest rate and cross-currency swaps and commodity forwards. The fair values for cash and cash equivalents, receivables,

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Crown Cork & Seal Company, Inc.

accounts payable and short-term debt approximated carrying values because of the short-term nature of these instruments. The fair value of long-term debt, including cross-currency swaps, is disclosed in Note P above. The fair value of other off-balance sheet instruments, as determined by broker quotes or quoted market prices for same or similar instruments, approximated a loss of $1.

Foreign Currency Management. With respect to balance sheet exposures, the Company has an internal netting strategy to match foreign currency assets and liabilities wherever possible. This is achieved through the individual capital structure of overseas subsidiaries complemented by the use of financial instruments. The Company also enters into various types of foreign exchange contracts, principally forward exchange contracts and swaps, in managing the foreign exchange risk arising from certain foreign currency transactions. At December 31, 2000, the Company had outstanding forward exchange contracts, principally in European currencies, Canadian dollars and U.S. dollars (both buy and sell) for an aggregate notional amount of $1,366 ($1,336 at December 31, 1999). Gains and losses resulting from contracts that are designated and effective as hedges are recognized in the same period as the underlying hedged transaction.

Interest Rate Risk Management. The Company uses interest rate swaps and cross-currency swaps to manage interest rate risk related to borrowings. Interest rate and cross-currency swap agreements which hedge third party debt issues are more fully described in Note P. Costs associated with these financial instruments are generally amortized over the lives of the instruments and are not material to the Company’s financial results. Differences in interest, which are paid or received, are recognized as adjustments to interest expense.

Commodities. The Company’s basic raw materials for its products are subject to significant price fluctuations. In terms of commodity risks, the Company uses a combination of commercial supply contracts and financial instruments to minimize these exposures. The maturities of the commodity instruments correlate to the actual purchases of the commodities. Commodity instruments are accounted for as hedges, with any gains or losses included in inventory, to the extent that they are designated and are effective as hedges of anticipated commodity purchases. At December 31, 2000 and December 31, 1999 the fair value of the outstanding commodity contracts was not material to the Company’s earnings, cash flows or financial position.

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Crown Cork & Seal Company, Inc.

R. Earnings Per Share (EPS)

The following table summarizes the basic and diluted earnings per share computations for 2000, 1999 and 1998:

	Income			Average   Shares			EPS
2000
Net Income		($174	)
Less: Preferred stock dividends		(2	)
Basic and Diluted EPS		($176	)*		125.7	*	($	1.40	)*
1999
Net Income	$	181
Less: Preferred stock dividends		(15	)
Basic and Diluted EPS	$	166	*		122.2	*	$	1.36	*
1998
Net Income	$	105
Less: Preferred stock dividends		(17	)
Basic EPS	$	88			124.4		$	.71
Potentially dilutive securities:
Stock options					.1
Diluted EPS	$	88	*		124.5	*	$	.71	*

*Basic and Diluted EPS are the same because potentially dilutive common stock equivalents resulting from the assumed conversion of weighted average outstanding preferred stock would have been anti-dilutive. Also, common shares contingently issuable upon the exercise of stock options for 2000 and 1999 were excluded from the computation of diluted earnings per share because the exercise price of the then outstanding options was above the average market price for the related period.

Basic EPS excludes all potentially dilutive securities and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the assumed exercise and conversion of potentially dilutive securities, including stock options and convertible preferred stock, in periods when they are not anti-dilutive, otherwise it is the same as Basic EPS.

As discussed in Note N, the acquisition preferred stock was mandatorily converted into common shares on February 26, 2000.

S. Pensions and Other Retirement Benefits

Pensions. The Company sponsors various pension plans, covering substantially all U.S. and Canadian and some non-U.S. and non-Canadian employees, and participates in certain multi-employer pension plans. The benefits under these plans are based primarily on years of service and the employees’ remuneration near retirement. Contributions to multi-employer plans in which the Company and its subsidiaries participate are determined in accordance with the provisions of negotiated labor contracts or applicable local regulations. The Company’s objective in funding its pension plans is to accumulate funds sufficient to provide for all accrued benefits. In certain countries the funding of pension plans is not a common practice as funding provides no economic benefit. Consequently, the Company has several pension plans which are not funded.

Plan assets of company-sponsored plans, amounting to $3,293, consist principally of common stocks, fixed income securities and other investments, including $45 of the Company’s common stock.

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Crown Cork & Seal Company, Inc.

The 2000, 1999 and 1998 components of pension income were as follows:

U.S.	2000			1999			1998
Service cost	$	8		$	10		$	10
Interest cost		91			87			88
Expected return on plan assets		(127	)		(125	)		(145	)
Recognized actuarial loss/(gain)		(2	)		5			(1	)
Recognized prior service cost		2			2			1
Cost attributable to plant closings								12
Total pension income		($ 28	)		($ 21	)		($ 35	)
Non-U.S.
Service cost	$	28		$	29		$	29
Interest cost		136			141			140
Expected return on plan assets		(227	)		(220	)		(233	)
Recognized actuarial loss		2			3			2
Cost/(income) attributable to plant closings		3			2			(3	)
Total pension income		($ 58	)		($ 45	)		($ 65	)

Additional pension expense of $5, $6 and $8 was recognized in 2000, 1999 and 1998, respectively, for non-Company sponsored plans.

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the U.S. pension plans with accumulated benefit obligations in excess of plan assets were $1,133, $1,111 and $923, respectively, as of December 31, 2000, and $661, $655, and $632, respectively, as of December 31, 1999.

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the non-U.S. pension plans with accumulated benefit obligations in excess of plan assets were $205, $187, and $102, respectively, as of December 31, 2000, and $197, $170, and $63, respectively, as of December 31, 1999.

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Crown Cork & Seal Company, Inc.

Changes in the benefit obligation and plan assets for 2000 and 1999 were as follows:

Change in Benefit Obligation		2000			1999
U.S.
Benefit obligation at January 1	$	1,152		$	1,287
Service cost		8			10
Interest cost		91			87
Plan participants' contributions		1			1
Amendments		2			2
Special termination benefits					(7	)
Actuarial (gain)/loss		66			(108	)
Benefits paid		(122	)		(120	)
Benefit obligation at end of year	$	1,198		$	1,152
		2000			1999
Non-U.S.
Benefit obligation at January 1	$	1,997		$	1,957
Service cost		28			29
Interest cost		136			141
Plan participants' contributions		8			9
Amendments					8
Settlements and curtailments		1
Actuarial loss		39			29
Benefits paid		(107	)		(113	)
Foreign currency exchange rate changes		(160	)		(63	)
Benefit obligation at end of year	$	1,942		$	1,997
Change in Plan Assets		2000			1999
U.S.
Fair value of plan assets at January 1	$	1,279		$	1,226
Actual return on plan assets		(154	)		170
Employer contributions		5			2
Plan participants' contributions		1			1
Benefits paid		(122	)		(120	)
Fair value of plan assets at December 31	$	1,009		$	1,279
Plan assets in excess of/(less than) benefit obligation		($ 189	)	$	127
Net transition obligation		6			7
Unrecognized actuarial loss		372			23
Unrecognized prior service cost		16			16
Net amount recognized	$	205		$	173
Amounts recognized in the balance sheet consist of:
Prepaid benefit cost	$	24		$	119
Accrued benefit liability		(191	)		(5	)
Intangible asset		23			21
Accumulated other comprehensive income		349			38
Net amount recognized	$	205		$	173

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Crown Cork & Seal Company, Inc.

Additional minimum pension liabilities of $372 and $59 have been recognized at December 31, 2000 and 1999, respectively.

Change in Plan Assets	2000			1999
Non-U.S.
Fair value of plan assets at January 1	$	2,251		$	2,085
Actual return on plan assets		283			300
Employer contributions		21			20
Plan participants' contributions		8			9
Benefits paid		(107	)		(113	)
Foreign currency exchange rate changes		(172	)		(50	)
Fair value of plan assets at December 31	$	2,284		$	2,251
Plan assets in excess of benefit obligation	$	342		$	254
Unrecognized actuarial loss		77			100
Unrecognized prior service cost		11			10
Net amount recognized	$	430		$	364
Amounts recognized in the balance sheet consist of:
Prepaid benefit cost	$	502		$	479
Accrued benefit liability		(122	)		(150	)
Intangible asset		8			9
Accumulated other comprehensive income		42			26
Net amount recognized	$	430		$	364

Additional minimum pension liabilities of $50 and $35 have been recognized at December 31, 2000 and 1999, respectively.

The weighted average actuarial assumptions for the Company’s pension plans are as follows:

U.S.	2000		1999		1998
Discount rate		7.8%		8.3%		7.1%
Compensation increase		3.5%		3.5%		3.5%
Long-term rate of return		10.5%		10.8%		11.0%
Non-U.S
Discount rate		7.2%		7.2%		7.2%
Compensation increase		5.2%		5.1%		5.3%
Long-term rate of return		10.5%		11.0%		11.0%

Other Postretirement Benefit Plans. The Company and certain subsidiaries sponsor unfunded plans to provide health care and life insurance benefits to pensioners and survivors. Generally, the medical plans pay a stated percentage of medical expenses reduced by deductibles and other coverages. Life insurance benefits are generally provided by insurance contracts. The Company reserves the right, subject to existing agreements, to change, modify or discontinue the plans.

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Crown Cork & Seal Company, Inc.

The components of the net postretirement benefit cost were as follows:

	2000			1999			1998
Service cost	$	4		$	4		$	4
Interest cost		45			41			40
Recognized actuarial gain								(1	)
Recognized prior service cost		(2	)		(1	)		(1	)
Loss attributable to plant closings					1			4
Net periodic benefit cost	$	47		$	45		$	46

The following provides the components of the changes in the benefit obligation, and reconciles the obligation to the amount recognized:

	2000			1999
Benefit obligations at January 1	$	571		$	568
Service cost		4			4
Interest cost		45			41
Special termination benefits					1
Actuarial loss		71			7
Benefits paid		(56	)		(49	)
Foreign currency exchange rate changes		(2	)		(1	)
Benefit obligation at December 31		633			571
Unrecognized actuarial gain/(loss)		(61	)		9
Unrecognized prior service cost		7			10
Net amount recognized	$	579		$	590

The health care accumulated postretirement benefit obligation was determined at December 31, 2000 and 1999 using health care trend rates of 8.6% and 9.7%, respectively, decreasing to 4.9% and 4.8% over eight years and nine years, respectively. The assumed long-term rate of compensation increase used for life insurance was 3.5% at both December 31, 2000 and 1999. The discount rate was 7.7% and 8.2% at December 31, 2000 and 1999, respectively. Changing the assumed health care cost trend rate by one percentage point in each year would change the accumulated postretirement benefit obligation by $42 and the total of service and interest cost by $3.

Employee Savings Plan. The Company sponsors a Savings Investment Plan which covers substantially all domestic salaried employees who are 21 years of age. The Company matches with equivalent value of Company stock, up to 1.5% of a participant’s compensation.

Employee Stock Purchase Plan. The Company also sponsors an Employee Stock Purchase Plan which covers all domestic employees with one or more years of service who are non-officers and non-highly compensated as defined by the Internal Revenue Code. Eligible participants contribute 85% of the quarter-ending market price towards the purchase of each common share. The Company’s contribution is equivalent to 15% of the quarter-ending market price. Total shares purchased under the plan in 2000 and 1999 were 218,351 and 119,477, respectively, and the Company’s contributions were less than $1 in both years.

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Crown Cork & Seal Company, Inc.

T. Income Taxes

Pre-tax income/(loss) for the years ended December 31 was taxed under the following jurisdictions:

	2000			1999			1998
U.S.	($	398	)	($	35	)	($	130	)
Foreign		181			344			310
	($	217	)	$	309		$	180

The provision/(benefit) for income taxes consists of the following:

Current tax provision:
U.S. Federal	$	1		$	19	$	5
State and foreign		37			47		52
		38			66		57
Deferred tax provision:
U.S. Federal		(128	)		14		(31	)
State and foreign		32			25		48
		(96	)		39		17
Total		($ 58	)	$	105	$	74

The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pre-tax income as a result of the following differences:

	2000			1999			1998
U.S. statutory rate		35.0	%		35.0	%		35.0	%
Non-U.S. operations at different rates		10.6			(10.4	)		(12.6	)
Effect of non-U.S. statutory rate changes					(1.9	)		(1.6	)
Amortization of acquisition adjustments		(18.7	)		13.9			23.8
Valuation allowance		(.1	)		(2.9	)		(2.5	)
Other items, net		(.1	)		.3			(1.0	)
Effective income tax rate		26.7	%		34.0	%		41.1	%

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Crown Cork & Seal Company, Inc.

The valuation allowance caption includes a benefit for the reduction of reserves for tax contingencies, offset by a net charge for valuation allowance adjustments.

The Company paid taxes (net of refunds) of $43 and $47 in 2000 and 1999, respectively, and received federal, state, local and foreign income tax refunds (net of payments) of $1 in 1998. The components of deferred tax assets and liabilities at December 31, were:

	2000					1999
	Asset			Liability		Asset			Liability
Depreciation				$	348				$	385
Tax loss and credit carryforwards	$	270				$	233
Postretirement and postemployment benefits		205					222
Pensions					73					132
Asbestos litigation		147					87
Inventories					18					31
Restructuring		9					6
Accruals and other		123			56		122			68
		754			495		670			616
Valuation allowance		(104	)				(146	)
	$	650		$	495	$	524		$	616

Prepaid expenses and other current assets included $17 and $45 of deferred tax assets at December 31, 2000 and 1999, respectively. Other non-current assets included $561 and $297 of deferred tax assets at December 31, 2000 and 1999, respectively.

The Company recorded $141 of deferred tax assets arising from tax loss and credit carryforwards which will be realized through future operations and an additional $25 which will be realized through the reversal of existing temporary differences. Future recognition of the remaining $104 will be achieved either when the benefit is realized or when it has been determined that it is more likely than not that the benefit will be realized through future earnings. Carryforwards of $51 expire over the next five years; $138 expire in years six through twenty; and $81 can be utilized over an indefinite period.

The valuation allowance of $104 included $62 which, if reversed in future periods, will reduce goodwill.

The cumulative amount of the Company’s share of undistributed earnings of non-U.S. subsidiaries for which no deferred taxes have been provided was $848 and $584 as of December 31, 2000 and 1999, respectively. Management has no plans to distribute such earnings in the foreseeable future.

U. Segment Information

The Company is organized on the basis of geographic regions with three reportable segments: Americas, Europe and Asia-Pacific. The Americas includes the United States, Canada and South and Central America. Europe includes Europe, Africa and the Middle East. Although the economic environments within each of these reportable segments are quite diverse, they are similar in the nature of their products, the production processes, the types or classes of customers for products and the methods used to distribute products. Asia-Pacific, although below reportable segment thresholds, has been designated as a reportable segment because considerable review is made of this region for the allocation of resources. 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.

The Company evaluates performance and allocates resources based on operating income, that is, income before net interest, foreign exchange and gain/loss on sale of assets. The accounting policies for each reportable segment are the same as those described in Note A, “Summary of Significant Accounting Policies.”

On an enterprise-wide basis, the Company’s major products and their distribution along geographic lines along with related long-lived assets are presented below.

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Crown Cork & Seal Company, Inc.

The tables below present information about reportable segments for the years ending December 31, 2000, 1999, 1998:

	December 31, 2000
	Americas			Europe		Asia-Pacific		Corporate			Total
External sales	$	3,742		$	3,239	$	308				$	7,289
Depreciation & amortization		209			255		24	$	7			495
Restructuring & other charges		15			42				276			333
Segment income (loss)		199			300		22		(356	)		165
Capital expenditures		119			132		6		5			262
Equity investments		24			115				3			142
Deferred tax assets		306			113		12		147			578
Segment assets		4,358			6,066		424		311			11,159
	December 31, 1999
	Americas			Europe		Asia-Pacific		Corporate			Total
External sales	$	3,962		$	3,703	$	333				$	7,998
Depreciation & amortization		210			275		25	$	12			522
Restructuring & other charges		(14	)		2				168			156
Segment income (loss)		398			454		31		(237	)		646
Capital expenditures		112			152		10		6			280
Equity investments		26			134				18			178
Deferred tax assets		126			141				75			342
Segment assets		4,358			6,452		501		234			11,545
	December 31, 1998
	Americas			Europe		Asia-Pacific		Corporate			Total
External sales	$	4,222		$	4,003	$	343				$	8,568
Depreciation & amortization		219			271		26	$	17			533
Restructuring & other charges		85			77		3		139			304
Segment income (loss)		289			479				(211	)		557
Capital expenditures		161			300		7		19			487
Equity investments		30			43				18			91
Deferred tax assets		137			186		5		48			376
Segment assets		4,511			7,176		520		262			12,469

A reconciliation of segment income to consolidated pre-tax income for the years ended December 31, 2000, 1999 and 1998 is as follows:

INCOME	2000			1999			1998
Segment income	$	165		$	646		$	557
Interest expense		393			367			408
Interest income		(20	)		(25	)		(45	)
(Gain)/loss on sale of assets		1			(18	)
Translation & exchange adjustments		8			13			14
Income (loss) before income taxes		($217	)	$	309		$	180

For the years ended December 31, 2000, 1999 and 1998, no one customer accounted for more than 10% of the Company's consolidated net sales.

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Crown Cork & Seal Company, Inc.

Sales by segment for 1999 and 1998 have been restated for the change in reporting of shipping and handling fees and costs upon the adoption of EITF 00-10 by the Company in the fourth quarter of 2000. See Note B for further details.

Sales for major products were:

PRODUCTS
	2000		1999		1998
Metal beverage cans and ends	$	2,339	$	2,461	$	2,641
Metal food cans and ends		2,135		2,489		2,630
Other metal packaging		1,243		1,381		1,517
Plastic packaging		1,495		1,508		1,602
Other products		77		159		178
Consolidated net sales*	$	7,289	$	7,998	$	8,568

Sales and long-lived assets for the major countries in which the Company operates were:

GEOGRAPHIC
	Net Sales*						Long-lived Assets
		2000		1999		1998		2000		1999		1998
United States	$	2,981	$	3,250	$	3,461	$	1,103	$	1,162	$	1,351
United Kingdom		876		1,044		1,145		446		494		522
France		690		798		857		242		270		332
Other **		2,742		2,906		3,105		1,178		1,329		1,538
Consolidated total	$	7,289	$	7,998	$	8,568	$	2,969	$	3,255	$	3,743

* Net Sales for 1999 and 1998 have been restated for the change in reporting of shipping and handling fees and costs upon the adoption of EITF 00-10 by the Company in the fourth quarter of 2000. See Note B for further details.

** "Other" includes Other Europe, Africa, Middle East, Canada, South and Central America and Asia-Pacific.

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Crown Cork & Seal Company, Inc.

Quarterly Data (unaudited)

(in millions)	2000						1999
	First	Second		Third	Fourth		First	Second	Third		Fourth
Net sales*	$1,699	$1,935		$2,019	$1,636		$1,853	$2,067	$2,216		$1,862
Gross profit**	249	210	(1)	276	115	(2)	274	368	373	(4)	266
Net income (loss)
available to common
shareholders	21	(4)	(1)	44	(237)	(2)(3)	26	96	114	(4)	(70)	(5)
Earnings (loss) per
average common
share:***
Basic	$.17	($.03	)(1)	$.35	($1.89	)(2)(3)	$.21	$.78	$.93	(4)	($.57	)(5)
Diluted	†	†		†	†		†	.77	.91	(4)	†
Dividends per common
share	.25	.25		.25	.25		.25	.25	.25		.25
Average common shares
outstanding:
Basic	123.9	127.4		125.8	125.6		122.3	122.3	122.3		121.7
Diluted	128.6	127.4		125.8	125.6		130.0	130.0	130.0		129.3
Common stock
price range:****
High	$24.19	$18.31		$16.19	$10.63		$34.63	$37.50	$30.50		$24.56
Low	13.00	14.38		10.13	2.94		26.25	27.69	23.00		19.69
Close	16.00	15.00		10.69	7.44		28.56	28.50	24.25		22.38

† Diluted earnings per share for 2000 and for the first and fourth quarters of 1999 are the same as Basic because the assumed conversion of convertible preferred stock and the addback of preferred dividends was anti-dilutive.

* In the fourth quarter of 2000, the Company adopted EITF 00-10, “Accounting for Shipping and Handling Fees and Costs.”As a result, current and prior year’s quarterly net sales and cost of products sold have been increased by $59, $59, $65 and $61 in 2000 and by $59, $70, $76 and $61 in 1999. See Note B for additional details.

** The Company defines gross profit as net sales less cost of products sold, depreciation and amortization (excluding goodwill amortization) and the provision for restructuring and asset impairments.

*** The sum of the quarterly earnings per share does not equal the year-to-date earnings per share due to the effect of shares issued or repurchased during the year.

**** Source: New York Stock Exchange –Composite Transactions

(1) Includes pre-tax restructuring charges of $51, $36 after taxes or $.28 per basic and diluted share; a pre-tax impairment charge of $26, $19 after taxes or $.15 per basic and diluted share; and a non-recurring charge of $20, $13 after taxes or $.10 per basic and diluted share for the bad debt provision related to a food can customer in bankruptcy proceedings. Excluding the impact of the restructuring and impairment charges and the bad debt provision, net income was $64 or $.50 per basic and diluted share. See Notes D, L and M for additional details.

(2) Includes pre-tax bad debt provision of $35; $23 after-tax or $.18 per basic and diluted share, and a pre-tax restructuring credit and related loss on sale of a South American operation totaling $1 net of tax or $.01 per basic and diluted share. See Notes D and L for further details.

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Crown Cork & Seal Company, Inc.

(3) Includes after-tax charges for litigation of $166 or $1.32 per basic and diluted share, restructuring of $1 or $.01 per basic and diluted share, and a loss on the sale of assets of $1 or $.01 per basic and diluted share. Excluding the impact of these non-recurring items, including the bad debt provision in (2), net loss was ($46) or ($.37) per basic and diluted share. See Notes K and L for further details.

(4) Includes a pre-tax restructuring credit of $7; $5 after taxes or $.04 per basic and diluted share, non-recurring charges of $10; $6 after taxes or $.05 per basic and diluted share for losses from an earthquake in Turkey and the disposition of Golden Aluminum Company and a gain on the sale of assets of $14; $7 after taxes or $.05 per basic and diluted share. Excluding the impact of the restructuring credit and the non-recurring items, net income was $108 or $.88 per basic share and $.87 per diluted share. See Note L for additional details.

(5) Includes an after-tax charge for litigation of $106 or $.87 per basic and diluted share. Excluding the impact of the litigation charge, net income was $36 or $.30 per basic and diluted share. See Note K for additional details.

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Crown Cork & Seal Company, Inc.

SCHEDULE II —VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(In millions)

COLUMN A	COLUMN B	COLUMN C Additions			COLUMN D	COLUMN E
Description	Balance at beginning of period	Charged to costs and expenses		Charged to other accounts	Deductions- Write-Offs	Balance at end of period
For the Year Ended December 31, 2000
Allowances deducted from assets to which they apply:
Trade accounts receivable	$  48	$  74	*		$  6	$116
Deferred tax assets	146	( 7	)		35	104
* Includes $55 for the provisions against bad debts for a U.S. food can customer that has filed a voluntary Chapter 11 bankruptcy petition.
For the Year Ended December 31, 1999
Allowances deducted from assets to which they apply:
Trade accounts receivable	45	18			15	48
Deferred tax assets	94	18		$38	4	146
For the Year Ended December 31, 1998
Allowances deducted from assets to which they apply:
Trade accounts receivable	45	14			14	45
Deferred tax assets	124	( 4	)		26	94

ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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Crown Cork & Seal Company, Inc.

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information called for by this Item, is set forth on pages 4 through 6 of the Company’s Proxy Statement dated March 23, 2001, in the section entitled “Election of Directors” and on page 26 in the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.

The following table sets forth certain information concerning the principal executive officers of the Company, including their ages and positions.

Name	Age	Present Title
John W. Conway	55	Chairman of the Board, President,
		Chief Executive Officer and
		President-Americas Division
Alan W. Rutherford	57	Vice Chairman of the Board,
		Executive Vice President and
		Chief Financial Officer
William R. Apted	53	Executive Vice President and
		President-European Division
William H. Voss	55	Executive Vice President and
		President-Asia-Pacific Division
Timothy J. Donahue	38	Senior Vice President - Finance
Thomas A. Kelly	41	Vice President and Corporate
		Controller

Mr. William J. Avery, after more than forty years with the Company, retired as Chief Executive Officer of the Company on January 5, 2001 and as a Director and Chairman of the Board on February 22, 2001. Further details of Mr. Avery’s retirement appear on pages 11 and 18 of the Company’s Proxy Statement dated March 23, 2001, in the sections entitled “Executive Compensation” and “Executive Compensation Committee Report on Executive Compensation” and are incorporated herein by reference.

ITEM 11.   EXECUTIVE COMPENSATION

The information set forth on pages 9 through 15 of the Company’s Proxy Statement dated March 23, 2001, in the section entitled “Executive Compensation” is incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is set forth on pages 2 through 6 of the Company’s Proxy Statement dated March 23, 2001, in the sections entitled “Proxy Statement-Meeting, April 26, 2001” and “Election of Directors” and is incorporated herein by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is set forth on pages 4 through 6 of the Company’s Proxy Statement dated March 23, 2001, in the section entitled “Election of Directors” and is incorporated herein by reference.

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Crown Cork & Seal Company, Inc.

PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

a) The following documents are filed as part of this report:

(1) All Financial Statements:

Crown Cork & Seal Company, Inc. and Subsidiaries (see Part II pages 27 through 56 of this Report).

(2) Financial Statement Schedules:

Schedule Number

II.- Valuation and Qualifying Accounts and Reserves (see page 57 of this Report).

All other schedules have been omitted because they are not applicable or the required information is included in the Consolidated Financial Statements.

(3) Exhibits

3.a Amended and Restated Articles of Incorporation of Crown Cork & Seal Company, Inc. (incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form 8-A dated February 20, 1996 (File No. 1-2227)).

3.b By-laws of Crown Cork & Seal Company, Inc., as amended (incorporated by reference to Exhibit 3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-2227)).

4.a Specimen certificate of Registrant’s Common Stock (incorporated by reference to Exhibit 4.a of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-2227)).

4.b Form of Registrant’s 7-1/8% Notes due 2002 (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form 8-A, dated August 27, 1999 (File No. 1-2227)).

4.c Terms Agreement, dated August 25, 1999 (incorporated by reference to Exhibit 4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 1-2227)).

4.d Form of the Registrant’s 6-3/4% Notes Due 2003 (incorporated by reference to Exhibit 23 of Registrant’s Current Report on Form 8-K dated April 12, 1993 (File No. 1-2227)).

4.e Form of the Registrant’s 8% Debentures Due 2023 (incorporated by reference to Exhibit 24 of Registrant’s Current Report on Form 8-K dated April 12, 1993 (File No. 1-2227)).

4.f Officers’Certificate of the Company (incorporated by reference to Exhibit 4.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1993 (File No. 1-2227)).

4.g Indenture dated as of April 1, 1993 between the Company and Chemical Bank, as Trustee (incorporated by reference to Exhibit 26 of the Registrant’s Current Report on Form 8-K dated April 12, 1993 (File No 1-2227)).

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Crown Cork & Seal Company, Inc.

4.h Terms Agreement dated March 31, 1993 (incorporated by reference to Exhibit 27 of the Registrant’s Current Report on Form 8-K dated April 12, 1993 (File No. 1-2227)).

4.i Indenture dated as of January 15, 1995 between the Company and Chemical Bank, as Trustee (incorporated by reference to Exhibit 4 of the Registrant’s Current Report on Form 8-K dated January 25, 1995 (File No. 1-2227)).

4.j Form of the Company’s 8-3/8% Notes Due 2005 (incorporated by reference to Exhibit 99a of the Registrant’s Current Report on Form 8-K dated January 25, 1995 (File No. 1-2227)).

4.k Officers’Certificate of the Company dated January 25, 1995 (incorporated by reference to Exhibit 99b of the Registrant’s Current Report on Form 8-K dated January 25, 1995 (File No. 1-2227)).

4.l Terms Agreement dated January 18, 1995 (incorporated by reference to Exhibit 99c of the Registrant’s Current Report on Form 8-K dated January 25, 1995 (File No. 1-2227)).

4.m Revolving Credit and Competitive Advance Facility Agreement, dated as of February 4, 1997, as amended and restated as of March 2, 2001, among the Registrant, the Subsidiary Borrowers referred to therein, the Lenders referred to therein, the Chase Manhattan Bank, as Administrative Agent, SociétéGénérale, as Documentation Agent, and Bank of America Illinois, as Syndication Agent.

4.n U.S. Pledge Agreement dated, as of March 2, 2001 among the Registrant, the Subsidiary Pledgors referred to therein and the Chase Manhattan Bank, as Collateral Agent.

4.o U.S. Security Agreement, dated as of March 2, 2001 among the Registrant, the Subsidiary Grantors referred to therein and the Chase Manhattan Bank, as Collateral Agent.

4.p U.S. Guarantee Agreement, dated as of March 2, 2001 among the Subsidiary Guarantors referred to therein and the Chase Manhattan Bank, as Collateral Agent.

4.q Indemnity, Subrogation and Contribution Agreement, dated as of March 2, 2001 among the Registrant, the Subsidiary Borrowers referred to therein, each Subsidiary Guarantor referred to therein, and the Chase Manhattan Bank, as Administrative Agent.

4.r Collateral Sharing Agreement, dated as of March 2, 2001 among the Registrant, the Subsidiary Grantors referred to therein and the Chase Manhattan Bank, as Collateral Agent.

4.s Amended and Restated Rights Agreement, dated as of May 25, 2000, between Crown Cork & Seal Company, Inc. and First Chicago Trust Company of New York (incorporated by reference to Exhibit 1 to Amendment No. 1 to the Registrant's Registration Statement on Form 8-A, dated May 30, 2000 (File No. 1-2227)).

4.t Indenture, dated December 17, 1996, among the Company, Crown Cork & Seal Finance PLC, Crown Cork & Seal Finance S.A. and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.u Form of the Registrant’s 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1- 2227)).

4.v Officers’Certificate for 7-3/8% Debentures Due 2026 (incorporated by reference to Exhibit 99.6 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1- 2227)).

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Crown Cork & Seal Company, Inc.

4.w Form of the Registrant’s 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1- 2227)).

4.x Officers’Certificate for 7-1/2% Debentures Due 2096 (incorporated by reference to Exhibit 99.7 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.y Form of UK 6-3/4% Notes Due 2003 (incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.z Officers’Certificate for 6-3/4% Notes Due 2003 (incorporated by reference to Exhibit 99.8 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.aa Form of UK 7% Notes Due 2006 (incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.bb Officers’Certificate for 7% Notes Due 2006 (incorporated by reference to Exhibit 99.9 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.cc Form of French 6-3/4% Notes Due 2003 (incorporated by reference to Exhibit 99.5 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.dd Officers’Certificate for 6-3/4% Notes Due 2003 (incorporated by reference to Exhibit 99.10 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.ee Terms Agreement dated December 12, 1996 (incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

4.ff Form of Bearer Security Depositary Agreement (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-3 dated November 26, 1996 amended December 5 and 10, 1996 (File No. 333-16869)).

4.gg Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 of the Registrant’s Registration Statement on Form S-3, dated November 26, 1996, amended December 5 and December 10, 1996 (File No. 333-16869)).

Other long-term agreements of the Registrant are not filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, and the Registrant agrees to furnish copies of such agreements to the Securities and Exchange Commission upon its request.

10.a Employment Contracts:

(1) Employment contract between Crown Cork & Seal Company, Inc. and William J. Avery dated January 3, 2000.

(2) Employment contract between Crown Cork & Seal Company, Inc. and John W. Conway dated January 3, 2000.

(3) Employment contract between Crown Cork & Seal Company, Inc. and Alan W. Rutherford dated January 3, 2000.

10.b Consulting Agreement, dated April 1, 2000, between Crown Cork & Seal Company, Inc. and Michael J. McKenna.

10.c Consulting Agreement, dated February 1, 2000, between Crown Cork & Seal Company, Inc. and Ronald R. Thoma.

10.d Form of Restricted Stock Agreement, dated March 15, 2000 and entered into by Messrs. Avery, Conway and Rutherford.

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Crown Cork & Seal Company, Inc.

10.e Crown Cork & Seal Company, Inc. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1991 (File No. 1-2227)).

10.f Crown Cork & Seal Company, Inc. Senior Executive Retirement Plan, as amended and restated as of June 30, 1999 (incorporated by reference to Exhibit 10.d of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-2227)).

10.g 1990 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-2227)).

10.h Amendment No. 1 to the Crown Cork & Seal Company, Inc. 1990 Stock-Based Incentive Compensation Plan, dated as of September 21, 1998 (incorporated by reference to Exhibit 10.a of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-2227)).

10.i Crown Cork & Seal Company, Inc. Restricted Stock Plan for Non-Employee Directors. (incorporated by the reference to Exhibit 10.3 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-2227)).

10.j Crown Cork & Seal Company, Inc. Stock Purchase Plan (incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on March 16, 1994 (Registration No. 33-52699)).

10.k Crown Cork & Seal Company, Inc. 1994 Stock-Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.g of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-2227)).

10.l Amendment No. 1 to the Crown Cork & Seal Company, Inc. 1994 Stock-Based Incentive Compensation Plan, dated as of September 21, 1998 (incorporated by reference to Exhibit 10.b of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-2227)).

10.m Crown Cork & Seal Company, Inc. 1997 Stock-Based Incentive Plan, amended and restated (incorporated by reference to the Registrant's Definitive Additional materials on Schedule 14A, filed with the Securities and Exchange Commission on April 13, 2000 (File No. 1-2227)).

10.n Crown Cork & Seal Company, Inc. Deferred Compensation Plan for Directors, dated as of October 27, 1994 (incorporated by reference to Exhibit 10.b of Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 1-2227)).

10.o Crown Cork & Seal Company, Inc. Pension Plan for outside Directors, dated as of October 27, 1994 (incorporated by reference to Exhibit 10.c of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 1-2227)).

10.p Crown Cork & Seal Company, Inc. Dividend Reinvestment and Stock Purchase Plan (incorporated by reference to the Company’s Prospectus dated May 31, 1996 forming a part of the Registrant’s Registration Statement on Form S-3 (No. 333-04971) filed with the Securities and Exchange Commission on May 31, 1996).

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Crown Cork & Seal Company, Inc.

Exhibits 10.a through 10.o, inclusive, are management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 14(c) of this Report.

12. Computation of ratio of earnings to fixed charges.

21. Subsidiaries of Registrant.

23. Consent of Independent Accountants.

b) Reports on Form 8-K

On December 19, 2000 the Registrant filed a Current Report Form 8-K for the following event:

the Company reported under:

Item 5. Other Events

that on December 15, 2000, the Company issued a news release announcing that its Board of Directors voted to suspend the Company’s quarterly dividend on its common stock.

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Crown Cork & Seal Company, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 Cork & Seal Company, Inc. Registrant
Date:	March 29, 2001
		By:	/s/ Thomas A. Kelly
			Thomas A. Kelly Vice President and Corporate Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

SIGNATURE	TITLE
/s/ John W. Conway
John W. Conway	Chairman of the Board, President and Chief Executive Officer
/s/ Alan W. Rutherford
Alan W. Rutherford	Vice Chairman of the Board, Executive Vice President and Chief Financial Officer
DIRECTORS
/s/ Jenne K. Britell	/s/ James L. Pate
Jenne K. Britell	James L. Pate
/s/ Arnold W. Donald	/s/ Thomas A. Ralph
Arnold W. Donald	Thomas A. Ralph
/s/ Marie L. Garibaldi	/s/ Harold A. Sorgenti
Marie L. Garibaldi	Harold A. Sorgenti
/s/ John B. Neff
John B. Neff

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EX-4

EXECUTION COPY

CREDIT AGREEMENT

Dated as of February 4, 1997
As Amended and Restated as of March 2, 2001

Among

CROWN CORK & SEAL COMPANY, INC.,

THE SUBSIDIARY BORROWERS REFERRED TO HEREIN,

THE LENDERS REFERRED TO HEREIN,

And

THE CHASE MANHATTAN BANK,
as Administrative Agent

_________________

JPMORGAN, a Division of CHASE SECURITIES INC.,
as Lead Arranger and Bookrunner

[CSM Ref. 6701-124]

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01	Defined Terms	1
SECTION 1.02	Classification of Loans and Borrowings	36
SECTION 1.03	Terms Generally	36
ARTICLE II
The Credits
SECTION 2.01	Credit Commitments	36
SECTION 2.02	Procedure for Borrowing; Assigned Dollar Values	38
SECTION 2.03	Conversion and Continuation Options for Loans	41
SECTION 2.04	Swingline Loans	42
SECTION 2.05	Prepayments of Loans	46
SECTION 2.06	Letters of Credit	52
SECTION 2.07	[Reserved]	52
SECTION 2.08	Repayment of Loans; Evidence of Debt	53
SECTION 2.09	Interest Rates and Payment Dates	54
SECTION 2.10	Computation of Interest	54
SECTION 2.11	Fees	54
SECTION 2.12	Termination, Reduction or Adjustment of Commitments	56
SECTION 2.13	Inability to Determine Interest Rate;
	Unavailability of Deposits; Inadequacy of Interest Rate	57
SECTION 2.14	Pro Rata Treatment and Payments	61
SECTION 2.15	Illegality	63
SECTION 2.16	Requirements of Law	64
SECTION 2.17	Taxes	65
SECTION 2.18	Indemnity	68
SECTION 2.19	Change of Lending Office	69
SECTION 2.20	Sharing of Setoffs	69
SECTION 2.21	Assignment of Commitments Under Certain Circumstances	70

ARTICLE III
Representations and Warranties
SECTION 3.01	Organization, etc.	71
SECTION 3.02	Due Authorization, Non-Contravention, etc.	71
SECTION 3.03	Government Approval, Regulation, etc.	72
SECTION 3.04	Validity, etc.	72
SECTION 3.05	Financial Information	72
SECTION 3.06	No Material Adverse Change	73
SECTION 3.07	Litigation.	73
SECTION 3.08	Compliance with Laws and Agreements	73
SECTION 3.09	Subsidiaries	73
SECTION 3.10	Ownership of Properties	74
SECTION 3.11	Taxes	74
SECTION 3.12	Pension and Welfare Plans	74
SECTION 3.13	Environmental Warranties	74
SECTION 3.14	Regulations U and X	76
SECTION 3.15	Disclosure; Accuracy of Information	76
SECTION 3.16	Insurance	76
SECTION 3.17	Labor Matters	76
SECTION 3.18	Solvency	77
SECTION 3.19	Security Documents	77
ARTICLE IV
Conditions
SECTION 4.01	Effective Date	79
SECTION 4.02	Conditions to Each Credit Event	82
ARTICLE V
Affirmative Covenants
SECTION 5.01	Financial Information, Reports, Notices, etc.	84
SECTION 5.02	Compliance with Laws, etc.	87
SECTION 5.03	Maintenance of Properties	87
SECTION 5.04	Insurance	87
SECTION 5.05	Books and Records	87
SECTION 5.06	Environmental Covenant	88
SECTION 5.07	Information Regarding Collateral	88
SECTION 5.08	Existence; Conduct of Business	89
SECTION 5.09	Payment of Obligations	89
SECTION 5.10	Casualty and Condemnation	90
SECTION 5.11	Additional Subsidiaries; Holding Company Reorganization	90
SECTION 5.12	Further Assurances	91

SECTION 5.13	Use of Proceeds	93
SECTION 5.14	Release of Collateral	93
ARTICLE VI
Negative Covenants
SECTION 6.01	Indebtedness; Certain Equity Securities	94
SECTION 6.02	Liens	95
SECTION 6.03	Fundamental Changes	96
SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	97
SECTION 6.05	Asset Sales	100
SECTION 6.06	Sale and Leaseback Transactions	100
SECTION 6.07	Hedging Agreements	101
SECTION 6.08	Restricted Payments; Certain Payments of Indebtedness	101
SECTION 6.09	Transactions with Affiliates	102
SECTION 6.10	Restrictive Agreements	102
SECTION 6.11	Amendment of Material Documents	103
SECTION 6.12	Interest Expense Coverage Ratio	103
SECTION 6.13	Leverage Ratio	104
SECTION 6.14	Asbestos Payments	104
SECTION 6.15	Debt Repayment Funds	104
ARTICLE VII
Events of Default
SECTION 7.01	Listing of Events of Default	105
SECTION 7.02	Action if Bankruptcy	108
SECTION 7.03	Action if Other Event of Default	108
SECTION 7.04	Action if Event of Termination	109
ARTICLE VIII
The Agents
ARTICLE IX
Guarantee
SECTION 9.01	Guarantee	111
SECTION 9.02	Amendments, etc., with respect to the Subsidiary Borrower Obligations	112
SECTION 9.03	Guarantee Absolute and Unconditional	113
SECTION 9.04	Reinstatement	114
SECTION 9.05	Payments	114

SECTION 9.06	Independent Obligations	114
ARTICLE X
Miscellaneous
SECTION 10.01	Notices	115
SECTION 10.02	Survival of Agreement	116
SECTION 10.03	Binding Effect	117
SECTION 10.04	Successors and Assigns	117
SECTION 10.05	Expenses; Indemnity	122
SECTION 10.06	Right of Setoff	124
SECTION 10.07	Applicable Law	125
SECTION 10.08	Waivers; Amendment	125
SECTION 10.09	Interest Rate	127
SECTION 10.10	Entire Agreement	127
SECTION 10.11	WAIVER OF JURY TRIAL	128
SECTION 10.12	Severability	128
SECTION 10.13	Counterparts	128
SECTION 10.14	Headings	128
SECTION 10.15	Jurisdiction; Consent to Service of Process	129
SECTION 10.16	Judgments Relating to Subsidiary Borrowers	130
SECTION 10.17	Confidentiality	131
SECTION 10.18	Joint Liability of French Borrowers	131
EXHIBIT A	Form of Administrative Questionnaire
EXHIBIT B	Form of Assignment and Acceptance
EXHIBIT C	Form of Collateral Sharing Agreement
EXHIBIT D	Form of Compliance Certificate
EXHIBIT E	Form of Indemnity, Subrogation and Contribution Agreement
EXHIBIT F	Calculation of MLA Costs
EXHIBIT G	Form of Note
EXHIBIT H	Form of Subsidiary Borrower Closing Certificate
EXHIBIT I	Form of Subsidiary Borrower Notice and Designation
EXHIBIT J	Form of U.S. Guarantee Agreement
EXHIBIT K	Form of U.S. Pledge Agreement
EXHIBIT L	Form of U.S. Security Agreement
EXHIBIT M	Form of Opinion of Dechert
EXHIBIT N	Form of Opinion of William T. Gallagher Esq.
EXHIBIT O	Form of Opinion of Holters & Elsing
EXHIBIT P	Form of French Solvency Certificate
EXHIBIT Q	Form of Auditors' Certificate

SCHEDULE 1.01(a)	Mortgaged Properties
SCHEDULE 1.01(b)	Subsidiary Borrowers
SCHEDULE 1.01(c)	Existing Letters of Credit
SCHEDULE 2.01	Lenders and Commitments
SCHEDULE 3.09	Subsidiaries
SCHEDULE 3.19(a)	Required Actions-Foreign Stock Pledges
SCHEDULE 3.19(b)	Required Actions-Foreign Collateral
SCHEDULE 3.19(d)	Mortgage Filing Offices
SCHEDULE 6.01	Indebtedness
SCHEDULE 6.02	Existing Liens
SCHEDULE 6.04	Existing Investments
SCHEDULE 6.05	Permitted Divestitures
SCHEDULE 6.10	Existing Restrictions

        CREDIT AGREEMENT dated as of February 4, 1997, as amended and restated as of March 2, 2001, among CROWN CORK &SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”); each of the Subsidiary Borrowers referred to herein (the Subsidiary Borrowers and CCSC being collectively called the “Borrowers”); the financial institutions listed on Schedule 2.01 (the “Lenders”); and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

        The Borrowers desire to amend and restate the terms and provisions of the Revolving Credit and Competitive Advance Facility Agreement dated as of February 4, 1997 (the “Original Credit Agreement”), among CCSC, certain of the Subsidiary Borrowers, the existing lenders thereunder (the “Existing Lenders”), the Administrative Agent, Societe Generale, as Documentation Agent, and Bank of America Illinois, as Syndication Agent, in the form hereof in order, among other things, to provide for Term Loans in aggregate principal amount of $400,000,000.

        The Existing Lenders are willing to amend and restate the Original Credit Agreement and the Term Lenders are willing to make Term Loans hereunder, in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

        SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

        “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

        “ABR Loan” shall mean any Loan denominated in Dollars and bearing interest at the Alternate Base Rate in accordance with the provisions of Article II.

        “Adjusted LIBO Rate”means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next

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1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

        “Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A.

        “Affiliate” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any Plan). A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power

     (a) to vote 25% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or

     (b)  to direct or cause the direction of the management and policies of such Person whether by contract or otherwise;

provided, however, that notwithstanding the foregoing, for purposes of Section 10.04, an “Affiliate” shall be a Person engaged in the business of banking or buying or investing in loans who is controlled by, or under common control with, a Lender.

        “Agent Fees” shall have the meaning assigned to such term in Section 2.11(c).

        "Agents" means the Administrative Agent and the Collateral Agent.

        “Aggregate Tranche A Revolving Credit Exposure” shall mean the aggregate amount of the Tranche A Lenders’ Tranche A Revolving Credit Exposures.

        “Aggregate Tranche B Revolving Credit Exposure” shall mean the aggregate amount of the Tranche B Revolving Lenders’ Tranche B Revolving Credit Exposures.

        “Agreement Currency” shall have the meaning assigned to such term in Section 10.16(b).

        “Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the

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Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

        “Alternative Committed Currencies” shall mean Euro (which, until December 31, 2001, may be expressed using the denominations “French Francs” or “Deutschmarks”) and British Pounds Sterling.

        “Alternative Committed Currency Borrowing” shall mean a Borrowing comprised in whole or in part of Alternative Committed Currency Loans.

        “Alternative Committed Currency Equivalent” shall mean, with respect to an amount in Dollars on any date in relation to a specified Alternative Committed Currency, the amount of such specified Alternative Committed Currency that may be purchased with such amount of Dollars at the Spot Exchange Rate with respect to such Alternative Committed Currency on such date.

        “Alternative Committed Currency Loan” shall mean any Revolving Loan denominated in an Alternative Committed Currency.

        “Another Currency” shall have the meaning assigned to such term in Section 2.13(a).

        “Applicable Creditor” shall have the meaning assigned to such term in Section 10.16(b).

        “Applicable Currency” shall have the meaning assigned to such term in Section 2.13(a).

        “Asbestos Payment” means any cash payment actually made by or on behalf of CCSC or any Subsidiary in respect of any liability related to asbestos or any claim, action or proceeding related to asbestos (including any settlement of any thereof and excluding any payments relating to the defense or administration of asbestos-related claims, including, without limitation, the fees of counsel, consultants and experts).

        “Assigned Dollar Value” shall have the meaning assigned to such term in Section 2.02(c).

        “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

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        “Authorized Officer” shall mean, with respect to CCSC, those of its officers whose signature and incumbency shall have been certified to the Administrative Agent and the Lenders pursuant to Section 4.01(d) or any successor thereto.

        “Available Tranche A Revolving Credit Commitment” shall mean as to any Tranche A Revolving Lender, at any time of determination, an amount equal to such Tranche A Revolving Lender’s Tranche A Revolving Credit Commitment at such time minus such Tranche A Revolving Lender’s Tranche A Revolving Credit Exposure at such time.

        “Available Tranche B Revolving Credit Commitment” shall mean as to any Tranche B Revolving Lender, at any time of determination, an amount equal to such Tranche B Revolving Lender’s Tranche B Revolving Credit Commitment at such time minus such Tranche B Revolving Lender’s Tranche B Revolving Credit Exposure at such time.

        “Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

        “Borrowing” shall mean a Loan or group of Loans to one Borrower of the same Class and Type and denominated in a single currency (except as provided in Section 2.13(b)) made (including through a conversion or continuation) by the applicable Lenders on a single date and as to which a single Interest Period is in effect.

        “Borrowing Date” shall mean any Business Day specified in a notice pursuant to Section 2.02 or 2.04 as a date on which the relevant Borrower requests Loans to be made hereunder.

        “Borrowing Request” shall have the meaning assigned to such term in Section 2.02(a).

        “British Pounds Sterling” shall mean lawful money of the United Kingdom.

        “Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close, except that (i) when used in connection with a Eurocurrency Loan or an Alternative Committed Currency Loan, “Business Day” also shall exclude any day on which dealings in foreign currencies and exchange between banks may not be carried on in London, England, or New York, New York or, in the case of an Alternative Committed Currency Loan denominated in Euro, the place designated by the Administrative Agent from time to time as the place for

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payments in Euro and (ii) when used in connection with the payment or purchase of any amount denominated in an Alternative Committed Currency, “Business Day”also shall exclude any day on which dealings in foreign currencies and exchange may not be carried on between banks located in Frankfurt, Germany or, in the case of Loans denominated in French Francs or made by a Lender domiciled in Paris, France.

        “Capital Lease Obligations” shall mean all monetary obligations of CCSC and its Subsidiaries under any leasing or similar arrangement conveying the right to use real or personal property, or a combination thereof, which, in accordance with GAAP, would be classified and accounted for as capital leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date on which such lease may be terminated by the lessee without payment of a penalty.

        “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

        “CERCLIS” shall mean the Comprehensive Environmental Response, Compensation and Liability Information System List.

        “Change in Control” shall mean (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Effective Date) of Equity Interests representing more than 50% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in CCSC; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of CCSC by Persons who were neither (i) nominated by the board of directors of CCSC nor (ii) appointed by directors so nominated. A corporate reorganization of CCSC that results in CCSC becoming a wholly owned subsidiary of a holding company, the outstanding Equity Interests of which are held by the same holders (in substantially the same proportions) as are holders of the Equity Interests of CCSC immediately prior to such corporate reorganization, shall not constitute a “Change in Control” (provided that the directors of such holding company, immediately after giving effect to such corporate reorganization, were either (i) nominated,

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appointed or approved by the board of directors of CCSC or (ii) appointed by directors so nominated); but after giving effect to any such corporate reorganization, references in the preceding sentences of this definition to “CCSC”shall be deemed to refer to such holding company for purposes of determining whether a “Change in Control”has occurred and, in addition, the failure by CCSC thereafter to remain a wholly owned subsidiary of such holding company also shall constitute a “Change in Control”.

        “Charges” shall have the meaning assigned to such term in Section 10.09.

        “Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Tranche A Revolving Loans, Tranche B Revolving Loans, Term Loans or Swingline Loans, and when used in reference to any Commitment, refers to whether such Commitment is a Tranche A Revolving Credit Commitment, a Tranche B Revolving Credit Commitment or Term Commitment, and when used in reference to any Lender, refers to whether such Lender is a Tranche A Revolving Lender, a Tranche B Revolving Lender or a Term Lender.

        “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

        “Collateral” means any and all “Collateral”, as defined in any applicable Security Document.

        “Collateral Agent” means The Chase Manhattan Bank, in its capacity as collateral agent for the Secured Parties under the U.S. Security Documents, and each entity the Collateral Agent shall designate to fulfill the corresponding role under the Foreign Security Documents.

        “Collateral Sharing Agreement” means the Collateral Sharing Agreement, substantially in the form of Exhibit C, between CCSC and the Collateral Agent for the benefit of the Secured Parties.

        “Commitment” means a Revolving Credit Commitment or Term Commitment, or any combination thereof (as the context requires).

        “Commitment Percentage” shall mean, (i) with respect to any Tranche A Revolving Lender at any time, the percentage of the Total Tranche A Revolving Credit Commitment represented by such Lender’s Tranche A Revolving Credit Commitment and (ii) with respect to any Tranche B Revolving Lender at any time, the percentage of the Total Tranche B Revolving Credit Commitment represented by such

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Lender’s Tranche B Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Commitment Percentage shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments.

        “Compliance Certificate” shall mean a certificate of a Financial Officer of CCSC substantially in the form of Exhibit D.

        “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Net Interest Expense for such period, (ii) consolidated income, franchise, personal property and other tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) charges for financial statement asbestos reserve increases, (v) any Non-Cash Charges for such period and (vi) for any period that includes the fiscal quarter ended December 31, 2000, the non-cash bad debts-related charges for such quarter in the approximate amount of $35,000,000 (pre-tax), and minus (b) without duplication and to the extent included in determining such Consolidated Net Income, any extraordinary gains for such period and any gains realized in connection with the sale of any material assets outside the ordinary course of business during such period, all determined on a consolidated basis in accordance with GAAP.

        “Consolidated Net Income” means, for any period, the net income or loss of CCSC and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with CCSC or any Subsidiary or the date that such Person’s assets are acquired by CCSC or any Subsidiary.

        “Consolidated Net Interest Expense” means, for any period, (a) the sum of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of CCSC and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus (ii) any interest accrued during such period in respect of Indebtedness of CCSC or any of its Subsidiaries that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP, minus (b) the amount of interest income received by CCSC and its Subsidiaries for such period.

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        “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “controlling” and “controlled” shall have meanings correlative thereto.

        “Controlled Group” shall mean all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common control which, together with CCSC, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

        “Credit Event” shall have the meaning assigned to such term in Section 4.02.

        “Currency Equivalent” shall mean the Dollar Equivalent or the Alternative Committed Currency Equivalent, as the case may be, of the Applicable Currency.

        “Default” shall mean any Event of Default, any Event of Termination and any event or condition which upon notice, lapse of time or both would constitute an Event of Default or Event of Termination.

        “Denomination Date” shall mean, in relation to any Alternative Committed Currency Borrowing, the date that is three Business Days before the date such Borrowing is made.

        “Dollar Equivalent” shall mean, with respect to an amount of any Alternative Committed Currency on any date, the amount of Dollars that may be purchased with such amount of the Alternative Committed Currency at the Spot Exchange Rate with respect to the Alternative Committed Currency on such date.

        “Dollars” or “$” shall mean lawful money of the United States of America.

        “Domestic Subsidiary” shall mean any Subsidiary of CCSC that is not a Foreign Subsidiary.

        “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.08).

        “Environment” shall mean ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, or as otherwise defined in any Environmental Law.

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        “Environmental Claim” shall mean any written accusation, allegation, notice of violation, claim, demand, order, directive, cost recovery action or other cause of action by, or on behalf of, any Governmental Authority or any other Person for damages, injunctive or equitable relief, personal injury (including sickness, disease or death), Remedial Action costs, tangible or intangible property damage, natural resource damages, nuisance, pollution, any adverse effect on the Environment caused by any Hazardous Material, or for fines, penalties or restrictions, resulting from or based upon: (a) the existence, or the continuation of the existence, of a Release (including sudden or non-sudden, accidental or non-accidental Releases); (b) exposure to any Hazardous Material; (c) the presence, use, handling, transportation, storage, treatment or disposal of any Hazardous Material; or (d) the violation or alleged violation of any Environmental Law or Environmental Permit.

        “Environmental Laws” shall mean any and all applicable treaties, laws (including common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural resources, the management, Release or threatened Release of, or exposure to, any Hazardous Material or to health and safety matters.

        “Environmental Liability” shall mean any liability, contingent or otherwise (including, but not limited to, any liability for damages, natural resource damage, costs of environmental remediation, administrative oversight costs, fines, penalties or indemnities), of CCSC or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangements pursuant to which liability is assumed or imposed with respect to any of the foregoing.

        “Environmental Permit” means any permit, approval, authorization, certificate, license, variance, filing or permission required by or from any Governmental Authority pursuant to any Environmental Law.

        “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited

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liability company, beneficial interests in a trust or other equity ownership interests in a Person.

        “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

        “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with CCSC, is treated as a single employer under Section 414 of the Code.

        “Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

        “Eurocurrency Loan” shall mean any Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

        “Eurocurrency Revolving Credit Borrowing” shall mean a Revolving Credit Borrowing comprised of Eurocurrency Loans.

        “Event of Default” shall have the meaning assigned to such term in Section 7.01.

        “Event of Termination” shall have the meaning assigned to such term in Section 7.01.

        “Existing Letters of Credit” shall mean the letters of credit identified on Schedule 1.01(c).

        “Facility Fee” shall have the meaning assigned to such term in Section 2.11(a).

        “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

        “Fee Letter” shall mean the Fee Letter dated January 23, 2001, among CCSC, The Chase Manhattan Bank and JP Morgan, a division of Chase Securities Inc.

        “Fees” shall mean the Facility Fees, the LC Fees and the Agent Fees.

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        “Financial Officer” of any corporation, partnership or other entity shall mean the chief financial officer, principal accounting officer, Treasurer or Controller of such corporation, partnership or other entity.

        “Fiscal Quarter” shall mean any quarter of a Fiscal Year.

        “Fiscal Year” shall mean any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar year (e.g. the “1994 Fiscal Year”) refer to the Fiscal Year ending on December 31 occurring during such calendar year.

        “Foreign Guarantee Agreements” shall mean one or more guarantee agreements guaranteeing Foreign Obligations described therein, with terms substantially similar to the U.S. Guarantee Agreement and such other terms as shall be reasonably determined by the Administrative Agent, to be made by Foreign Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.

        “Foreign Loan Parties” means (a) each Subsidiary Borrower that is a Foreign Subsidiary, (b) each other Subsidiary identified as a Loan Party on Schedule 3.09 that is organized under the laws of the United Kingdom, France, Germany or any political subdivision of any of the foregoing and (c) each other Foreign Subsidiary designated by CCSC as a Foreign Loan Party provided that such Foreign Subsidiary shall have complied with the provisions of Section 5.11.

        “Foreign Obligations” has the meaning assigned to the term “Obligations” or the term corresponding thereto in each Foreign Security Agreement.

        “Foreign Pledge Agreements” shall mean one or more pledge agreements securing Obligations described therein, with terms substantially similar to the U.S. Pledge Agreement and such other terms as shall be reasonably determined by the Collateral Agent, among certain Loan Parties (including certain Foreign Loan Parties and U.S. Loan Parties which own Equity Interests in Subsidiaries organized under the laws of France, Germany or any political subdivision of any of the foregoing) and the Collateral Agent for the benefit of the Secured Parties.

        “Foreign Security Agreements” shall mean one or more security agreements securing Foreign Obligations described therein with terms substantially similar to the U.S. Security Agreement and such other terms as shall be reasonably determined by the Collateral Agent, among certain

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Foreign Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

        “Foreign Security Documents” shall mean the Foreign Security Agreements, the Foreign Pledge Agreements and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.11 or 5.12 to secure any of the Foreign Obligations. The Foreign Security Documents shall also include the French Delegations of Dividends.

        “Foreign Subsidiary” shall mean any Subsidiary of CCSC that is organized under the laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia.

        “French Borrower” shall mean a Subsidiary Borrower that is organized under the laws of France.

        “French Delegations of Dividends” shall mean, with respect to a French Borrower, the delegations of dividends (“délégations de dividendes”) pertaining to dividends to be received by such French Borrower from all Subsidiaries organized under the laws of France in which it holds Equity Interests, if any, in favor of the Collateral Agent.

        “French Holding Companies” shall mean Crown Développement SNC, CarnaudMetalbox SA and Société de Participations CarnaudMetalbox SA.

        “GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

        “Governmental Authority” shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

        “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof (including pursuant to a “synthetic lease”), (c) to

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maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term “Guarantee”shall not include endorsements for collection or deposit in the ordinary course of business. The amount of the obligation under any Guarantee shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made (including principal, interest and fees) and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of the obligation under such Guarantee shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the guarantor in good faith.

        "Guarantee Agreements" shall mean the Foreign Guarantee Agreements and the U.S. Guarantee Agreement.

        “Hazardous Materials” shall mean all explosive or radioactive substances or wastes, hazardous or toxic substances or wastes, pollutants, solid, liquid or gaseous wastes, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls (“PCBs”) or PCB-containing materials or equipment, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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

        “Immaterial Subsidiary” shall mean any Subsidiary of CCSC designated as such from time to time by CCSC, provided that (i) no Loan Party may be an Immaterial Subsidiary, (ii) the aggregate equity value of all Immaterial Subsidiaries shall not exceed $50,000,000 at any time and (iii) the aggregate Indebtedness of all Immaterial Subsidiaries shall not exceed $100,000,000 at any time.

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        “Impermissible Qualification” shall mean, relative to the opinion or certification of any independent public accountant as to any financial statement of CCSC, any qualification or exception to such opinion or certification

     (a) which is of a "going concern" or similar nature;

     (b) which relates to the limited scope of examination of matters relevant to such financial statement; or

     (c) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause CCSC to be in default of any of its obligations under Section 6.12 or 6.13.

        “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid (excluding obligations to pay salary or benefits under deferred compensation or other benefit programs), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness (excluding prepaid interest thereon) of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; provided, however, that the term “Indebtedness” shall not include indebtedness incurred by a special purpose, wholly owned Subsidiary of such Person that purchases accounts receivable from such Person and its other Subsidiaries to the extent that such indebtedness is nonrecourse to such Person and each such other Subsidiary and is not required under GAAP to be reflected on the consolidated balance sheet of CCSC. The Indebtedness of any

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Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is directly liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

        “Indemnity, Subrogation and Contribution Agreement” means the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit E, among the U.S. Loan Parties, each Subsidiary Borrower that is a Foreign Subsidiary and the Administrative Agent.

        “Information Memorandum” shall mean the Confidential Information Memorandum dated February 2001 relating to CCSC and the amendment and restatement of the Original Credit Agreement.

        "Insurance Subsidiary" shall mean Crownway Insurance Company, a Vermont corporation.

        "Intercreditor Agreement" means the Intercreditor Agreement, dated as of March 2, 2001, among Citibank, N.A., as Program Agent, CCSC, Crown Cork & Seal Receivables (DE) Corporation, Crown Cork & Seal Company (USA), Inc., Constar, Inc., Risdon-AMS (USA), Inc., Zeller Plastik, Inc., and the Administrative Agent, as Bank Agent.

        “Interest Payment Date” shall mean, with respect to any Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, (a) each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing, and, in addition, (b) the date of any refinancing of such Borrowing with a Borrowing of a different Type.

        “Interest Period” shall mean (a) as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing (including any date on which such Borrowing shall have been converted from a Borrowing of a different Type) or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on (i) in the case of a Weekly Eurocurrency Borrowing, the corresponding day of the week that is 1, 2 or 3 weeks thereafter, as the relevant Borrower may elect, or (ii) in the case of any other Eurocurrency Borrowing the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as

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the relevant Borrower may elect, or (b) as to any ABR Borrowing (other than a Swingline Borrowing), the period commencing on the date of such Borrowing (including any date on which such Borrowing shall have been converted from a Borrowing of a different Type) or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the earliest of (i) the next succeeding March 31, June 30, September 30 or December 31, (ii) the Revolving Credit Maturity Date and (iii) the date such Borrowing is prepaid in accordance with Section 2.05 or converted in accordance with Section 2.03 and (c) as to any Swingline Loan, a period commencing on the date of such Loan and ending on the earliest of (i) the fifth Business Day thereafter, (ii) the Revolving Credit Maturity Date and (iii) the date such Loan is prepaid in accordance with Section 2.05; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

        “Issuing Bank” means The Chase Manhattan Bank, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i); provided that, when used with respect to each of the Existing Letters of Credit, the term “Issuing Bank” shall refer to the issuing bank in respect of such Existing Letter of Credit identified in Schedule 1.01(c); provided further that such issuing banks in respect of the Existing Letters of Credit shall not be required to issue any additional Letters of Credit hereunder. The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

        “Judgment Currency” shall have the meaning assigned to such term in Section 10.16(b).

        “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

        “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on

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behalf of the Borrowers at such time. The LC Exposure of any Tranche A Revolving Lender at any time shall be its Commitment Percentage of the total LC Exposure at such time.

        “LC Fees” shall have the meaning assigned to such term in Section 2.11(b).

        “Lender Affiliate” means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

        “Letter of Credit” means any letter of credit issued pursuant to this Agreement. As of the Effective Date, each Existing Letter of Credit shall be deemed to constitute a Letter of Credit hereunder, with the same effect as if issued on the Effective Date for the account of CCSC.

        “Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive Fiscal Quarters of CCSC ended on such date (or, if such date is not the last day of a Fiscal Quarter, ended on the last day of the Fiscal Quarter most recently ended prior to such date); provided that for purposes of this definition, if CCSC or any of its Subsidiaries has sold, transferred, leased or otherwise disposed of assets pursuant to Section 6.05(f) during the relevant period for determining Consolidated EBITDA, (x) Consolidated EBITDA for the relevant period shall be calculated after giving pro forma effect thereto, as if any such sale, transfer, lease or other disposition of assets (and any related incurrence, repayment or assumption of Indebtedness, with any new Indebtedness being deemed to be amortized over the relevant period in accordance with its terms) had occurred on the first day of the relevant period for determining Consolidated EBITDA, and (y) Total Indebtedness shall be calculated after giving effect to the application of any Net Cash Proceeds from such sale, transfer, lease or other disposition of assets pursuant to Section 2.05. Any such pro forma calculations may include operating and other expense reductions and other synergistic benefits for such period resulting from any transaction that is being given pro forma effect to the extent that such operating and other

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expense reductions and other synergistic benefits would be permitted pursuant to Article XI of Regulation S-X under the Securities Act of 1933.

        “LIBO Rate” shall mean with respect to any Eurocurrency Borrowing, other than a Weekly Eurocurrency Borrowing, for any Interest Period, the rate appearing on page 3750 of the Dow Jones Market Service (or any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in the currency in which such Borrowing is denominated) at approximately 11:00 a.m., London time, on the Quotation Day for the currency in which such Borrowing is denominated, as the rate for deposits in the currency in which such Borrowing is denominated with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurocurrency Borrowings for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which deposits of $5,000,000 (or in the case of Eurocurrency Borrowings denominated in an Alternative Committed Currency, deposits with a Dollar Equivalent of $5,000,000) and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, on the Quotation Day for the currency in which such Borrowing is denominated prior to the commencement of such Interest Period. “LIBO Rate” shall mean with respect to any Weekly Eurocurrency Borrowing, for any Interest Period applicable to a Weekly Eurocurrency Borrowing, (a) the interest rate per annum determined by the Administrative Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest 1/100 of 1%) of the rates at which deposits in the currency in which such Borrowing is denominated approximately equal in principal amount to the Loan of the Administrative Agent, in its capacity as Lender, included in such Weekly Eurocurrency Borrowing and for a maturity comparable to such Interest Period are offered to the principal London office of the Administrative Agent in immediately available funds in the London interbank market, as of 11:00 a.m., London time, on the Quotation Day for the currency in which such Borrowing is denominated for such Interest Period.

        “Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale

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agreement, capital lease or title retention agreement relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

        “Loan Documents” shall mean this Agreement, each Subsidiary Borrower Notice and Designation, the Guarantee Agreements, the Indemnity, Subrogation and Contribution Agreement, the Security Documents and, if requested by a Lender pursuant to Section 2.08(e), each Note.

        "Loan Parties" shall mean the Borrowers and the Subsidiary Loan Parties.

        "Loans" shall mean the Revolving Loans, the Swingline Loans and the Term Loans.

        “Material Adverse Effect” shall mean a materially adverse effect on (a) the business, assets, operations or condition (financial or otherwise) of CCSC and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document or (c) the material rights of or material benefits available to the Lenders under any Loan Document.

        “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of CCSC and its Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of CCSC or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that CCSC or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

        “Maximum Rate” shall have the meaning assigned to such term in Section 10.09.

        “MLA Cost” shall mean the cost imputed to the Lenders of the applicable Class in connection with a Borrowing denominated in British Pounds Sterling in compliance with the Mandatory Liquid Asset requirements of the Bank of England during an Interest Period (or part of an Interest Period), expressed as a rate per annum and determined in accordance with Exhibit F.

        "Moody's" shall mean Moody's Investors Service, Inc.

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        “Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the U.S. Obligations and/or Foreign Obligations, including any amendment thereto. Each Mortgage shall be satisfactory in form and substance to the Collateral Agent.

        “Mortgaged Property” means, initially, each parcel of real property and the improvements thereto owned by a Loan Party and identified on Schedule 1.01(a), and includes each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.11 or 5.12.

        “Multicurrency Borrowing” shall have the meaning assigned to such term in Section 2.13(b).

        “Net Cash Proceeds” means, with respect to any Prepayment Event (a) the cash proceeds actually received in respect of such Prepayment Event including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by CCSC and the Subsidiaries to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made by CCSC and the Subsidiaries as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by CCSC and the Subsidiaries, and the amount of any reserves established by CCSC and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding two years and that are directly attributable to such event (as determined reasonably and in good faith by CCSC), provided that any amount by which such reserves are reduced for reasons other than payment of any such contingent liabilities shall be considered “Net Cash Proceeds” upon such reduction. In the case of Net Cash Proceeds denominated in a currency other than Dollars, the amount of such Net Cash Proceeds shall be the Dollar Equivalent thereof.

        “Non-Cash Charges” means charges that (a) do not represent cash payments made or to be made by CCSC or any

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Subsidiary prior to the Revolving Credit Maturity Date (whether in the period incurred or any future period), including, but not limited to, minority interest net of equity earnings, losses realized upon the sale of any assets outside the ordinary course of business and extraordinary losses, and (b) do not involve the write-down or write-off of any accounts receivable or inventory unless related to an extraordinary item.

        “Note” shall mean a note substantially in the form of Exhibit G.

        "Obligations" shall mean the U.S. Obligations and the Foreign Obligations.

        “Organic Document” means, (i) relative to each Person that is a corporation, its charter, its by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock, (ii) relative to each Person that is a partnership, its partnership agreement and any other similar arrangements applicable to any partnership or other equity interests in the Person and (iii) relative to any Person that is any other type of legal entity, such documents as shall be comparable to the foregoing.

        “Original Credit Agreement” has the meaning assigned to it in the preliminary statement in this Agreement.

        “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

        “Perfection Certificate” means a certificate in the form of Annex 3 to the U.S. Security Agreement or any other form approved by the Collateral Agent.

        “Pension Plan” shall mean a “pension plan”, as such term is defined in section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in section 4001(a)(3) of ERISA) and to which CCSC or any ERISA Affiliate may have liability, including any liability by reason of having been a substantial employer within the meaning of section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.

        “Permitted Capital Market Debt” shall mean senior unsecured notes of CCSC sold pursuant to a public offering in the United States or pursuant to an offering in reliance on Rule 144A and/or Regulation S under the Securities Act of

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1933, as amended, the terms of which notes (i) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to one year after the Revolving Credit Maturity Date, (ii) do not restrict, limit or adversely affect the ability of CCSC or any of its Subsidiaries to perform their obligations under any of the Loan Documents and (iii) are customary for similar offerings by issuers with credit ratings comparable to that of CCSC and are reasonably satisfactory to the Administrative Agent.

        "Permitted Encumbrances" means:

     (a) Liens imposed by law for taxes, assessments or governmental charges (including social security, unemployment and similar charges) that are not yet due or are being contested in compliance with Section 5.09;

     (b) statutory Liens of landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, suppliers’and other like Liens imposed by law or pursuant to customary reservations or retentions of title, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in compliance with Section 5.09;

     (c) pledges and deposits made in the ordinary course of business in compliance with workers’compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

     (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

     (e) any attachment or judgment liens in respect of judgments that do not constitute an Event of Default under clause (f) of Section 7.01;

     (f) easements, zoning restrictions, rights-of-way and similar restrictions and other encumbrances or title defects on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of CCSC or any Subsidiary;

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     (g) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

     (h) Liens relating to customary retention of title clauses; and

     (i) Liens arising in the ordinary course of business with respect to customary overdraft and foreign exchange facilities over deposit accounts held by Subsidiaries which are not Loan Parties;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

        "Permitted Investments" means:

     (a) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed or insured by the United States of America or any agency thereof;

     (b) certificates of deposit and eurodollar time deposits with maturities of 180 days or less from the date of acquisition and overnight bank deposits of any Lender or of any commercial bank having capital and surplus in excess of $500,000,000;

     (c) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States of America or any agency thereof;

     (d) commercial paper of a domestic issuer rated at least A-1 by S&P or P-1 by Moody's;

     (e) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or

     (f) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (e) of this definition; provided that, in the case of any investment by a Foreign Subsidiary, “Permitted Investments”shall also include: (i) direct obligations of the sovereign nation (or any agency

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thereof) in which such Foreign Subsidiary is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), (ii) investments of the type and maturity described in clauses (a) through (e) above of foreign obligors, which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (iii) shares of money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements of this definition (including this proviso).

        “Permitted Receivables Financing” shall mean (i) the transactions under the Receivables Purchase Agreement dated as of January 26, 2001 (the “Receivables Purchase Agreement”) among Crown Cork & Seal Receivables (DE) Corporation, as Seller, Crown Cork & Seal Company (USA), Inc., as the Servicer, the banks and other financial institutions party thereto as Purchasers thereunder and Citibank, N.A., as administrative agent for the Purchasers and the other Owners thereunder, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time and under the “Transaction Documents” as defined therein, and (ii) refinancings of the program under the Receivables Purchase Agreement or the consummation of one or more additional receivables financings (including, without limitation, financings of European receivables) with combined proceeds of all Permitted Receivables Financings in an aggregate principal amount not to exceed $600,000,000 (or, at the time that the applicable Permitted Receivables Financing is entered into, the Dollar Equivalent thereof) at any time outstanding, in each case pursuant to a structured receivables financing consisting of a securitization of receivables the material terms of which are reasonably satisfactory to CCSC and the Administrative Agent on behalf of the Lenders. For purposes of the foregoing $600,000,000 limitation, outstanding proceeds at any time shall be deemed to equal the then outstanding capital amount or principal amount received by the relevant Receivables Subsidiary in respect of sales of accounts receivable or as a result of the creation of debt of such Receivables Subsidiary where such debt is supported by accounts receivable, in each case pursuant to a Permitted Receivables Financing, to the extent such accounts receivable remain outstanding and uncollected at such time.

        “Person” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, or any agency or political subdivision thereof.

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        "Plan" shall mean any Pension Plan or Welfare Plan.

        "Pledge Agreements" shall mean the Foreign Pledge Agreements and the U.S. Pledge Agreement.

        “Prepayment Event” shall mean:

     (a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of CCSC or any of its Subsidiaries, other than (i) dispositions described in clauses (a), (b), (c), (d) and (e) of Section 6.05 and (ii) any other single disposition (or series of related dispositions) resulting in Net Cash Proceeds not exceeding $10,000,000, provided that the dispositions excluded pursuant to this clause (ii) shall not apply to any dispositions to the extent the cumulative Net Cash Proceeds therefrom exceed $25,000,000 in any period of four consecutive Fiscal Quarters; or

     (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of CCSC or any of its Subsidiaries, but only to the extent that the Net Cash Proceeds therefrom have not been applied to repair, restore or replace such property or asset within 360 days after such event; or

     (c) the issuance by any Subsidiary of CCSC of any Equity Interests, or the receipt by any Subsidiary of any capital contribution, other than any such issuance of Equity Interests to, or receipt of any such capital contribution from, CCSC or any of its Subsidiaries;

     (d) the incurrence by CCSC of any Indebtedness, other than Indebtedness permitted by clauses (i) through (v), inclusive, and clauses (vii), (viii), (ix) (except for the incurrence by any Subsidiary of CCSC of Indebtedness permitted by such clause (ix) which has a maturity in excess of one year), (x) and (xi) of Section 6.01(a).

        “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly announced as being effective.

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        “Pro Rata Percentage” of any Tranche A Revolving Lender or Tranche B Revolving Lender at any time shall mean the percentage of the aggregate Available Tranche A Revolving Credit Commitment or Available Tranche B Revolving Credit Commitment, as applicable, represented by such Lender’s Available Tranche A Revolving Credit Commitment or Available Tranche B Revolving Credit Commitment, as applicable.

        “Public Debt” means the debt securities outstanding on the Effective Date under (a) the Indenture, dated as of December 17, 1996, among CCSC, as Issuer and Guarantor, Crown Cork & Seal Finance PLC, as Issuer, Crown Cork & Seal Finance S.A., as Issuer, and the Bank of New York, as Trustee, (b) the Indenture, dated as of January 15, 1995, between CCSC, as Issuer, and The Chase Manhattan Bank (as successor in interest to Chemical Bank), as Trustee, (c) the Indenture, dated as of April 1, 1993, between CCSC, as Issuer, and The Chase Manhattan Bank (as successor in interest to Chemical Bank), as Trustee, (d) the Note Purchase Agreements, dated as of May 4, 1993, among CarnaudMetalbox Investments (USA) Inc. and the purchasers of the notes issued thereby, as amended, and (e) the Fiscal and Paying Agency Agreement, dated as of December 6, 1999, between Crown Cork & Seal Finance S.A., as Issuer, CCSC as Guarantor, Citibank N.A., as Agent and Paribas Luxembourg as additional Paying Agent.

        “Quotation Day” in respect of the determination of the LIBO Rate for any Interest Period (i) for any Eurocurrency Borrowing in Dollars or any Alternative Committed Currency, means the day on which quotations would ordinarily be given by prime banks in the London interbank market for deposits in the currency in which such Borrowing is denominated for delivery on the first day of such Interest Period; provided, that if quotations would ordinarily be given on more than one date, the Quotation Day for such Interest Period shall be the last of such dates and (ii) for any Eurocurrency Borrowing in British Pounds Sterling, means the first day of such Interest Period.

        “Receivables Subsidiary” shall mean, initially, Crown Cork & Seal Receivables (DE) Corporation, and any other special purpose subsidiary which exists solely to purchase and sell receivables or to otherwise raise financing in connection with a Permitted Receivables Financing.

        “Register” shall have the meaning given such term in Section 10.04(d).

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        “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

        “Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

        “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

        “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

        “Remedial Action” means (a) “remedial action” as such term is defined in CERCLA, 42 USC. Section 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to: (i) cleanup, remove, treat, abate or in any other way address any Hazardous Material in the environment; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not migrate or endanger or threaten to endanger public health, welfare or the Environment; or (iii) perform studies and investigations in connection with, or as a precondition to, (i) or (ii) above.

        “Reportable Event” shall mean any reportable event as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

        “Required Lenders” shall mean, at any time, Lenders having Revolving Credit Exposures, Term Loans and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures, outstanding Term Loans and unused Commitments at such time.

        “Requirement of Law” shall mean, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

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        “Responsible Officer” of any corporation, partnership or other entity shall mean any executive officer or Financial Officer of such corporation, partnership or other entity and any other officer or similar official thereof responsible for the administration of the obligations of such corporation, partnership or other entity in respect of this Agreement.

        “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in CCSC or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Equity Interests in CCSC or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in CCSC or any Subsidiary, provided that no such dividend, distribution or payment shall constitute a “Restricted Payment” to the extent made solely with common stock of CCSC or any of its Subsidiaries. The granting of security by any Subsidiary pursuant to the terms of this Agreement shall not be considered a Restricted Payment.

        “Revaluation Date” shall mean, with respect to an Alternative Committed Currency Loan, the last day of each Interest Period (and, if the Interest Period is six months, the 90th day of such Interest Period) with respect to such Loan (and if such day is not a Business Day, then the day the applicable interest payment would be due pursuant to the last two sentences of Section 2.14(a)).

        “Revolving Credit Borrowing” shall mean a Tranche A Revolving Credit Borrowing or a Tranche B Revolving Credit Borrowing.

        “Revolving Credit Commitment” shall mean a Tranche A Revolving Credit Commitment or a Tranche B Revolving Credit Commitment.

        “Revolving Credit Commitment Period” shall mean the period from and including the date of the Original Credit Agreement to but not including the Revolving Credit Maturity Date or any earlier date on which the Revolving Credit Commitments to make Revolving Loans pursuant to Section 2.01 shall terminate as provided herein.

        “Revolving Credit Exposure” shall mean Tranche A Revolving Credit Exposure and Tranche B Revolving Credit Exposure.

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        "Revolving Credit Maturity Date" shall mean December 8, 2003.

        "Revolving Lenders" means Tranche A Revolving Lenders and Tranche B Revolving Lenders.

        “Revolving Loans” shall mean Tranche A Revolving Loans and Tranche B Revolving Loans.

        “S&P” shall mean Standard & Poor’s, a division of The McGraw-Hill Companies.

        “Secured Parties” shall have the meaning assigned to such term in the applicable Security Agreement.

        "Security Agreements" means the Foreign Security Agreements and the U.S. Security Agreement.

        "Security Documents" means the Foreign Security Documents and the U.S. Security Documents.

        “Spot Exchange Rate” shall mean, on any day, (a) with respect to any Alternative Committed Currency in relation to Dollars, the spot rate at which Dollars are offered on such day for such Alternative Committed Currency which appears on page FXFX of the Reuters Screen at approximately 11:00 a.m., London time (and if such spot rate is not available on the applicable page of the Reuters Screen, such spot rate as quoted by Chase Manhattan International Limited at approximately 11:00 a.m., London time), (b) with respect to Dollars in relation to any specified Alternative Committed Currency, the spot rate at which such specified Alternative Committed Currency is offered on such day for Dollars which appears on page FXFX of the Reuters Screen at approximately 11:00 a.m., London time (and if such spot rate is not available on the applicable page of the Reuters Screen, such spot rate as quoted by Chase Manhattan International Limited at approximately 11:00 a.m., London time). For purposes of determining the Spot Exchange Rate in connection with an Alternative Committed Currency Borrowing, such Spot Exchange Rate shall be determined as of the Denomination Date for such Borrowing with respect to transactions in the applicable Alternative Committed Currency that will settle on the date of such Borrowing.

        “Statutory Reserve Rate” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to

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the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities”in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

        “Subsidiary” means, with respect to any Person, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person, (ii) any partnership of which more than 50% of the outstanding partnership interests having the power to act as a general partner of such partnership (irrespective of whether at the time any partnership interests other than general partnership interests of such partnership shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person; provided that with respect to partnerships in which CCSC directly or indirectly owns a partnership interest, such partnership shall not be deemed to be a Subsidiary of CCSC unless such partnership’s primary assets consist of the capital stock of corporate Subsidiaries of CCSC or (iii) any other legal entity the accounts of which would be consolidated with those of such Person on a consolidated balance sheet of such Person prepared in accordance with GAAP. Unless otherwise indicated, when used in this Agreement, the term “Subsidiary” shall refer to a Subsidiary of CCSC.

        “Subsidiary Borrower” shall mean (a) each Subsidiary set forth on Schedule 1.01(b) and (b) each other Subsidiary (i) which has been designated as such by CCSC in a Subsidiary Borrower Notice and Designation and (ii) whose designation as a Subsidiary Borrower has not been terminated pursuant to Section 4.02(d).

        “Subsidiary Borrower Closing Certificate” shall mean a certificate substantially in the form of Exhibit H.

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        “Subsidiary Borrower Notice and Designation” shall mean a notice and designation, substantially in the form of Exhibit I, delivered by CCSC, and received and consented to by the Administrative Agent, and which shall identify a Subsidiary Borrower.

        “Subsidiary Borrower Obligations” shall mean, with respect to each Subsidiary Borrower, the unpaid principal of and interest on (including interest accruing after the maturity of the Loans made to such Subsidiary Borrower and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Subsidiary Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans made to or LC Disbursements made pursuant to Letters of Credit issued for the account of such Subsidiary Borrower and all other obligations and liabilities of such Subsidiary Borrower to either Agent, the Issuing Bank or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other document made, delivered or given in connection herewith, whether on account of principal, interest, fees, indemnities, costs or expenses (including, without limitation, all fees, charges and disbursements of counsel (including the allocated costs of internal counsel) that are required to be paid by such Subsidiary Borrower to either Agent, the Issuing Bank or to any Lender pursuant to any Loan Document) or otherwise.

        “Subsidiary Loan Parties” shall mean each of CCSC’s Domestic Subsidiaries (other than a Receivables Subsidiary and the Insurance Subsidiary) and, if any Subsidiary Borrower is not a Domestic Subsidiary of CCSC, then “Subsidiary Loan Parties” shall include each of the Foreign Loan Parties.

        “Swingline Borrower” shall mean any Borrower to which Swingline Loans are made.

        “Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.04.

        “Swingline Exposure” shall mean, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Tranche A Revolving Lender at any time shall be its Commitment Percentage of the total Swingline Exposure at such time.

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        “Swingline Lender” shall mean The Chase Manhattan Bank, in its capacity as lender of Swingline Loans.

        “Swingline Loan” shall have the meaning assigned to such term in Section 2.04(a).

        “Taxes” shall have the meaning assigned to such term in Section 2.17.

        “Term Borrowing” shall mean a Borrowing comprised of Term Loans.

        “Term Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make a Term Loan hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Term Loan to be made by such Lender hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The initial amount of each Lender’s Term Commitment is set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Term Commitment, as applicable. The initial aggregate amount of the Lenders’ Term Commitments is $400,000,000.

        “Term Lender” means a Lender with a Term Commitment or an outstanding Term Loan, in its capacity as such.

        “Term Loan” means a Loan made pursuant to clause (i) of Section 2.01(a).

        "Term Loan Maturity Date" means February 4, 2002.

        “Total Indebtedness” means, as of any date, the sum of (a) the aggregate principal amount of Indebtedness of CCSC and the Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, plus (b) the aggregate principal amount of Indebtedness of CCSC and the Subsidiaries outstanding as of such date that is not required to be reflected on a balance sheet in accordance with GAAP, determined on a consolidated basis; provided that (x) for purposes of clause (b) above, the term “Indebtedness” shall not include contingent obligations of CCSC or any Subsidiary as an account party in respect of any letter of credit or letter of guaranty unless such letter of credit or letter of guaranty supports an obligation that constitutes Indebtedness and (y) shall only include any Indebtedness recorded in accordance with SFAS 133 which does not represent an actual obligation and for which an offsetting derivative contract has been

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recorded in the financial statements to the extent such Indebtedness exceeds $50,000,000.

        “Total Tranche A Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the Tranche A Revolving Credit Commitments, as in effect at such time.

        “Total Tranche B Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the Tranche B Revolving Credit Commitments, as in effect as such time.

        “Tranche A Revolving Credit Borrowing” shall mean a Borrowing comprised of Tranche A Revolving Loans.

        “Tranche A Revolving Credit Commitment” shall mean, with respect to each Tranche A Revolving Lender, the commitment of such Tranche A Revolving Lender to make Tranche A Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed in each case as an amount representing the maximum principal amount of such Tranche A Revolving Lender’s Tranche A Revolving Credit Exposure hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The initial amount of each Tranche A Revolving Lender’s Tranche A Revolving Credit Commitment is set forth on Schedule 2.01 (in the case of Tranche A Revolving Credit Commitments in effect on the Effective Date), or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Tranche A Revolving Credit Commitment, as applicable. The aggregate amount of the Tranche A Revolving Lenders’ Tranche A Revolving Credit Commitments as of the Effective Date is $2,175,000,000.

        “Tranche A Revolving Credit Exposure” shall mean, with respect to any Tranche A Revolving Lender at any time, the sum of (a) the aggregate principal amount at such time of all outstanding Tranche A Revolving Loans of such Tranche A Revolving Lender denominated in Dollars, plus (b) the Assigned Dollar Value at such time of the aggregate principal amount of all outstanding Alternative Committed Currency Loans of such Tranche A Revolving Lender, plus (c) such Tranche A Revolving Lender’s LC Exposure at such time, plus (d) such Tranche A Revolving Lender’s Commitment Percentage of the aggregate principal amount at such time of all outstanding Swingline Loans, plus (e) an amount equal to such Tranche A Revolving Lender’s Pro Rata Percentage times the amount of outstanding Indebtedness with a maturity of one year or less outstanding pursuant to Section 6.01(a)(ix).

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        “Tranche A Revolving Lender” shall mean a Lender with a commitment to make Tranche A Revolving Loans or with any Tranche A Revolving Credit Exposure, in its capacity as such.

        “Tranche A Revolving Loans” shall mean the revolving loans made by the Tranche A Revolving Lenders to the Borrowers pursuant to clause (ii) of Section 2.01(a). Each Tranche A Revolving Loan shall be a Eurocurrency Revolving Loan or an ABR Loan.

        “Tranche B Revolving Credit Borrowing” shall mean a Borrowing comprised of Tranche B Revolving Loans.

        “Tranche B Revolving Credit Commitment” shall mean, with respect to each Tranche B Revolving Lender, the commitment of such Tranche B Revolving Lender to make Tranche B Revolving Loans, expressed as an amount representing the maximum principal amount of such Lender’s Tranche B Revolving Credit Exposure hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The initial amount of each Tranche B Revolving Lender’s Tranche B Revolving Credit Commitment is set forth on Schedule 2.01 (in the case of Tranche B Revolving Credit Commitments in effect on the Effective Date), or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Tranche B Revolving Credit Commitment, as applicable. The aggregate amount of the Tranche B Revolving Lenders’ Tranche B Revolving Credit Commitments as of the Effective Date is $325,000,000.

        “Tranche B Revolving Credit Exposure” shall mean, with respect to any Tranche B Revolving Lender at any time, the sum of (a) the aggregate principal amount at such time of all outstanding Tranche B Revolving Loans of such Tranche B Revolving Lender denominated in Dollars, plus (b) the Assigned Dollar Value at such time of the aggregate principal amount of all outstanding Alternative Committed Currency Loans of such Tranche B Revolving Lender.

        “Tranche B Revolving Lender” shall mean a Lender with a commitment to make Tranche B Revolving Loans or with any Tranche B Revolving Credit Exposure, in its capacity as such.

        “Tranche B Revolving Loans” shall mean the revolving loans made by the Tranche B Revolving Lenders pursuant to the second sentence of Section 2.01(a).

        “Transactions” shall mean the execution, delivery and performance by each Loan Party of each of the Loan Documents and the borrowings hereunder.

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        “Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, “Rate” shall include the Adjusted LIBO Rate and the Alternate Base Rate.

        "U.K. Borrower" shall mean a Borrower that is a company organized under the laws of any of the jurisdictions of the United Kingdom.

        “Unrefunded Swingline Loans” shall have the meaning assigned thereto in Section 2.04(c).

        "U.S. Borrowers" shall mean CCSC and any Borrowers that are Domestic Subsidiaries.

        “U.S. Guarantee Agreement” means the U.S. Guarantee Agreement, substantially in the form of Exhibit J, made by the Domestic Subsidiaries (other than a Receivables Subsidiary and the Insurance Subsidiary) in favor of the Administrative Agent for the benefit of the Secured Parties.

        "U.S. Loan Parties" means CCSC and the Domestic Subsidiaries (other than a Receivables Subsidiary and the Insurance Subsidiary).

        "U.S. Obligations" has the meaning assigned to the term "Obligations" in the U.S. Security Agreement.

        "U.S. Pledge Agreement" means the U.S. Pledge Agreement, substantially in the form of Exhibit K, among the U.S. Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

        "U.S. Security Agreement" means the U.S. Security Agreement, substantially in the form of Exhibit L, among the U.S. Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

        "U.S. Security Documents" means the U.S. Security Agreement, the U.S. Pledge Agreement, the Mortgages executed by the U.S. Loan Parties and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.11 or 5.12 to secure any of the U.S. Obligations.

        “Weekly Eurocurrency Borrowing” shall mean a Revolving Credit Borrowing comprised of Weekly Eurocurrency Loans.

        “Weekly Eurocurrency Loan” shall have the meaning specified in Section 2.01(d).

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        “Welfare Plan” means a “welfare plan”, as such term is defined in section 3(1) of ERISA.

        SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class and Type (e.g., a "Eurocurrency Revolving Loan"). Borrowings also may be classified and referred to by Class (e.g., a "Revolving Credit Borrowing") or by Type (e.g., a "Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving Borrowing").

        SECTION 1.03. Terms Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that for purposes of determining compliance with the covenants contained in Article VI, all accounting terms herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP as in effect on the Effective Date and applied on a basis consistent with the application used in the financial statements referred to in Section 3.05.

ARTICLE II

The Credits

        SECTION 2.01. Credit Commitments. (a)  Subject to the terms and conditions hereof, each Lender severally agrees (i) to make a Term Loan in Dollars to CCSC on the Effective Date in a principal amount not exceeding its Term Commitment and (ii) to make Tranche A Revolving Loans in Dollars or one or more Alternative Committed Currencies to any of CCSC or any Subsidiary Borrower (other than a French Borrower) from time to time during the Revolving Credit Commitment Period. Subject to the terms and conditions hereof, each Tranche B Revolving Lender severally agrees to

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make Tranche B Revolving Loans in Dollars or one or more Alternative Committed Currencies to any French Borrower from time to time during the Revolving Credit Commitment Period. All Loans outstanding under the Original Credit Agreement on the Effective Date shall be deemed to constitute Tranche A Revolving Loans hereunder. Amounts repaid in respect of Term Loans may not be reborrowed. During the Revolving Credit Commitment Period each Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event may Revolving Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the Aggregate Tranche A Revolving Credit Exposure would exceed the Total Tranche A Revolving Credit Commitment then in effect, (ii) the Aggregate Tranche B Revolving Credit Exposure would exceed the Total Tranche B Revolving Credit Commitment then in effect, (iii) the Tranche A Revolving Credit Exposure of any Tranche A Revolving Lender would exceed such Tranche A Revolving Lender’s Tranche A Revolving Credit Commitment, (iv) the Tranche B Revolving Credit Exposure of any Tranche B Revolving Lender would exceed such Tranche B Revolving Lender’s Tranche B Revolving Credit Commitment, (v) the Assigned Dollar Value of all outstanding Alternative Committed Currency Loans denominated in Euros would exceed $1,500,000,000, (vi) the Assigned Dollar Value of all outstanding Alternative Committed Currency Loans denominated in British Pounds Sterling would exceed $1,000,000,000 or (vii) the Assigned Dollar Value of all outstanding Alternative Committed Currency Loans would exceed $1,500,000,000.

        (b)  The Revolving Loans and Term Loans may from time to time be (i) Eurocurrency Loans denominated in Dollars or (in the case of Revolving Loans) an Alternative Committed Currency, (ii) ABR Loans denominated in Dollars or (iii) a combination thereof, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.02 and 2.03; provided that no such Loan shall be made as or converted to a Eurocurrency Loan after the day that is one month prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable.

        (c)  Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its

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obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

        (d)  A Eurocurrency Loan may have an Interest Period of 1, 2 or 3 weeks (a “Weekly Eurocurrency Loan”); provided that, except with respect to any Loans made on the Effective Date, CCSC shall certify to the Administrative Agent that CCSC reasonably believes that such Loan, which is converted or continued pursuant to Section 2.03, or made pursuant to a Borrowing Request, will be repaid in full pursuant to Section 2.05 on or before the end of such Interest Period in connection with (i) a refinancing of the outstanding balance of such Loan other than pursuant to this Agreement or (ii) the sale of equity securities of CCSC, the proceeds of which will be used to repay the Loan pursuant to Section 2.05.

        SECTION 2.02. Procedure for Borrowing; Assigned Dollar Values. (a)  Each Borrower may borrow under the Revolving Credit Commitments (subject to the limitations in Section 2.01(a)) or (in the case of CCSC) the Term Commitments by giving the Administrative Agent notice (a “Borrowing Request”), which notice must be received by the Administrative Agent prior to (a) 11:00 a.m., London time, three Business Days prior to the requested Borrowing Date, in the case of a Eurocurrency Borrowing or (b) 10:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Tranche A Revolving Credit Borrowing, a Tranche B Revolving Credit Borrowing or a Term Borrowing, (ii) the amount to be borrowed as measured in Dollars, (iii) the requested Borrowing Date (which must be the Effective Date, in the case of a Term Borrowing), (iv) whether the Borrowing is to be of Eurocurrency Loans or ABR Loans, (v) if the Borrowing is to be of Eurocurrency Loans, the length of the initial Interest Period therefor, (vi) if the Borrowing is to be a Eurocurrency Revolving Borrowing, whether it is to be denominated in either Dollars or a specified Alternative Committed Currency and (vii) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the Requested Borrowing shall be an ABR Borrowing (if denominated in Dollars) or a Eurocurrency Borrowing (if denominated in an Alternative Committed

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Currency). If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower thereunder shall be deemed to have selected an Interest Period of one month’s duration.

        (b)  Each Borrowing shall be in a minimum aggregate principal amount of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) in the case of a Revolving Credit Borrowing, if less, the aggregate amount of the then Available Tranche A Revolving Credit Commitments or Available Tranche B Revolving Credit Commitments, as applicable. Subject to Section 2.13, Revolving Loans specified as an Alternative Committed Currency Borrowing shall be made in the Alternative Committed Currency specified in the applicable Borrowing Request in an aggregate amount equal to the Dollar Equivalent of the Dollar amount specified in such Borrowing Request (as determined by the Administrative Agent based upon the applicable Spot Exchange Rate as of the Denomination Date for such Borrowing (which determination shall be conclusive absent manifest error)); provided, however, that for purposes of clauses (i) and (ii) above, each Alternative Committed Currency Loan shall be deemed to be in a principal amount equal to its Assigned Dollar Value.

        (c)  With respect to each Alternative Committed Currency Loan, its “Assigned Dollar Value” shall mean the following:

     (i) the Dollar Equivalent thereof (as determined by the Administrative Agent based upon the applicable Spot Exchange Rate as of the Denomination Date for such Loan (which determination shall be conclusive absent manifest error)) unless and until adjusted pursuant to the following clause (ii), and

     (ii) if, as of any Revaluation Date, the Dollar Equivalent of such Alternative Committed Currency Loan (as determined by the Administrative Agent based upon the applicable Spot Exchange Rate as of the date that is three Business Days before such Revaluation Date (which determination shall be conclusive absent manifest error)) would be at least 5% more, or 5% less, than the “Assigned Dollar Value”thereof at the time, then on and after such Revaluation Date the “Assigned Dollar Value”of such Loan shall be adjusted to be the Dollar Equivalent thereof determined based on the Spot Exchange Rate that gave rise to such adjustment (subject to further adjustment in accordance with this clause (ii) thereafter). The Assigned Dollar Value of an Alternative

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Committed Currency Loan included in such Borrowing plus the aggregate principal amount of any Loans denominated in Dollars included in such Borrowing.

        (d)  Upon receipt of a Borrowing Request from any Borrower, the Administrative Agent shall promptly notify each applicable Lender of the requested currency and aggregate amount (in both the requested currency and Dollars) of such Borrowing and of the amount (in both the requested currency and Dollars) of such Lender’s pro rata portion thereof, which shall be based on the respective Available Tranche A Revolving Credit Commitments of all the Tranche A Revolving Lenders or the Available Tranche B Revolving Credit Commitments of all the Tranche B Revolving Lenders, as applicable (in the case of a Revolving Credit Borrowing) or Term Commitments (in the case of a Term Borrowing), as applicable. Each Lender will make the amount of its pro rata portion of each such Borrowing available to the Administrative Agent for the account of the relevant Borrower at (i) in the case of an Alternative Committed Currency Borrowing, the office of the Administrative Agent specified from time to time by the Administrative Agent as the place for payments in Euro or British Pounds Sterling, as applicable, in each case prior to 11:00 a.m., local time in the place of payment, and (ii) in the case of a Borrowing denominated in Dollars, the New York office of the Administrative Agent specified in Section 10.01 prior to 10:00 a.m., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent and, subject to Section 2.13, denominated in the requested currency. Amounts so received by the Administrative Agent will promptly be made available to the relevant Borrower by the Administrative Agent crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that (i) proceeds of Term Loans shall be applied by the Administrative Agent on the Effective Date to repay outstanding Revolving Loans and (ii) if on the Borrowing Date of any Revolving Loans to be made to any Borrower, any Swingline Loans made to such Borrower or LC Disbursements for the account of such Borrower shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to such Borrower as provided above and provided further that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.

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        SECTION 2.03. Conversion and Continuation Options for Loans. (a)  Each Borrower may elect from time to time to convert (i) Eurocurrency Loans denominated in Dollars to ABR Loans, by giving the Administrative Agent prior notice of such election not later than 10:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior notice of such election not later than 11:00 a.m., London time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurocurrency Loans is made other than on the last day of an Interest Period with respect thereto, such Borrower shall pay any amounts due to the Lenders pursuant to Section 2.18 as a result of such conversion. Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurocurrency Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable. Notwithstanding the foregoing, a Borrower may not elect to convert the currency in which any Loan is denominated; however, subject to the terms of Section 2.01 and Section 2.04, a Borrower may elect to prepay a Revolving Loan and refinance the amount of such Revolving Loan in another permitted currency.

        (b)  Any Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving prior notice to the Administrative Agent, not later than 11:00 a.m., London time, three Business Days prior to a requested continuation setting forth the length of the next Interest Period to be applicable to such Loans; provided that no Eurocurrency Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such a continuation is not appropriate, (ii) after the date that is one month prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable or (iii) if, after giving effect thereto, Section 2.04 would be contravened; and provided further, that if such Borrower shall fail to give any required notice as described above in this Section 2.03 or if such continuation is not permitted pursuant to the preceding proviso (or clause (ii) of the preceding proviso, in the case of Alternative Committed

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Currency Loans), then (A) in the case of Alternative Committed Currency Loans, such Loans shall continue as Eurocurrency Loans bearing interest at a rate determined by reference to the Adjusted LIBO Rate with an Interest Period of one month commencing on the last day of the then current Interest Period or (B) in the case of Loans denominated in Dollars, such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period (in which case the Administrative Agent shall notify CCSC of such conversion).

        (c) This Section shall not apply to Swingline Loans.

        SECTION 2.04. Swingline Loans. (a)  Subject to the terms and conditions hereof, the Swingline Lender agrees to make swingline loans in Dollars (individually, a “Swingline Loan” and collectively, the “Swingline Loans”) to any Borrower (other than a French Borrower) from time to time during the Revolving Credit Commitment Period in accordance with the procedures set forth in this Section 2.04, provided, that (i) the aggregate principal amount of all Swingline Loans shall not exceed $25,000,000 at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the Available Tranche A Revolving Credit Commitments of all Tranche A Revolving Lenders immediately prior to such borrowing or result in the Aggregate Tranche A Revolving Credit Exposure then outstanding exceeding the Total Tranche A Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Loans be borrowed hereunder if (x) an Event of Default or Event of Termination shall have occurred and be continuing and (y) such Event of Default or Event of Termination shall not have been subsequently cured or waived. Amounts borrowed by any Swingline Borrower under this Section 2.04 may be repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The relevant Swingline Borrower shall give the Administrative Agent notice of any Swingline Loan requested hereunder (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline Lender of the aggregate amount of such borrowing. Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice the Swingline Lender shall make such Swingline Loan available to the Administrative Agent for the account of the relevant Swingline Borrower at the office of the Administrative Agent set forth in Section 10.01 in funds immediately available to

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the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the relevant Swingline Borrower by the Administrative Agent crediting the account of such Swingline Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof.

        (b)  Notwithstanding the occurrence of any Event of Default or Event of Termination or noncompliance with the conditions precedent set forth in Article IV or the minimum borrowing amounts specified in Section 2.02, if any Swingline Loan shall remain outstanding at 10:00 a.m., New York City time, on the fifth Business Day following the Borrowing Date thereof and if by such time on such fifth Business Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the relevant Swingline Borrower pursuant to Section 2.02 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal to the aggregate principal amount of such Swingline Loan, nor (ii) any other notice satisfactory to the Administrative Agent indicating such Swingline Borrower’s intent to repay such Swingline Loan on the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent shall be deemed to have received a notice from such Swingline Borrower pursuant to Section 2.02 requesting that ABR Revolving Loans be made pursuant to Section 2.01 on such immediately succeeding Business Day in an amount equal to the amount of such Swingline Loan, and the procedures set forth in Section 2.02 shall be followed in making such ABR Revolving Loans, provided, that for the purposes of determining each Lender’s Pro Rata Percentage with respect to such Borrowing, the Swingline Loan to be repaid with the proceeds of such borrowing shall be deemed to not be outstanding. The proceeds of such ABR Revolving Loans shall be applied to repay such Swingline Loan.

        (c)  If, for any reason, ABR Revolving Loans may not be, or are not, made pursuant to paragraph (b) of this Section 2.04 to repay any Swingline Loan as required by such paragraph, effective on the date such ABR Revolving Loans would otherwise have been made, each Tranche A Revolving Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any

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Default, purchase a participating interest in such Swingline Loan (“Unrefunded Swingline Loan”) in an amount equal to the amount of the ABR Revolving Loan which would otherwise have been made by such Lender pursuant to paragraph (b) of this Section 2.04. Each Tranche A Revolving Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participations shall be distributed by the Administrative Agent to the Swingline Lender. All payments by the Tranche A Revolving Lenders in respect of Unrefunded Swingline Loans and participations therein shall be made in accordance with Section 2.14.

        (d)  Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to the foregoing paragraphs if an Event of Default or Event of Termination shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default or such Event of Termination has occurred and that such Lender will not acquire participations in Swingline Loans made while such Event of Default or such Event of Termination is continuing.

        SECTION 2.05. Prepayments of Loans. (a)  Each Borrower may at any time and from time to time prepay the Loans (subject, in the case of Eurocurrency Loans to compliance with the terms of Section 2.18), in whole or in part, without premium or penalty, upon irrevocable notice to the Administrative Agent not later than (x) in the case of an Alternative Committed Currency Loan, 12:00 noon, London time, three Business Days prior to the date of such prepayment, and (y) in the case of a Loan denominated in Dollars, 12:00 noon, New York City time, two Business Days prior to the date of such prepayment, specifying (i) the date and amount of prepayment, (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurocurrency Loans, ABR Loans, or a combination thereof (including in the case of Eurocurrency Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each), provided that notice of any prepayment of Swingline Loans may be delivered to the Administrative Agent as late as, but no later than, 1:00 p.m., New York City time, on the date of such prepayment, and (iii) whether the prepayment is of Alternative Committed Currency Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to

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such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall be in an aggregate principal amount of $5,000,000 (or the equivalent based upon Assigned Dollar Values) or a whole multiple of $1,000,000 (or the equivalent based upon Assigned Dollar Values) in excess thereof (or, if less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if less, the remaining outstanding principal amount thereof).

        (b)  In the event and on such occasion that (i) the Aggregate Tranche A Revolving Credit Exposure exceeds the Total Tranche A Revolving Credit Commitment, CCSC shall prepay, or cause one or more of the Subsidiary Borrowers to prepay, Tranche A Revolving Credit Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.06(j)) in an aggregate amount equal to such excess or (ii) the Aggregate Tranche B Revolving Credit Exposure exceeds the Total Tranche B Revolving Credit Commitment, CCSC shall cause one or more of the French Borrowers to prepay Tranche B Revolving Credit Borrowings in an aggregate amount equal to such excess.

        (c) In the event that as of any Revaluation Date in respect of an Alternative Committed Currency Borrowing the Assigned Dollar Value thereof shall either increase or decrease, then (i) on or prior to such Revaluation Date, the Administrative Agent shall notify CCSC and the Revolving Lenders of the amount of increase or decrease and the sum of the resulting Aggregate Tranche A Revolving Credit Exposure or the Aggregate Tranche B Revolving Credit Exposure and (ii) in the case of an increase, if the resulting Aggregate Tranche A Revolving Credit Exposure or Aggregate Tranche B Revolving Credit Exposure would exceed the Total Tranche A Revolving Credit Commitment or the Total Tranche B Revolving Credit Commitment, as applicable, after giving effect to such increase, then CCSC shall, on the date such increase becomes effective, either (A) cause the Borrower in respect of such Alternative Committed Currency Borrowing to repay or prepay a portion thereof in an amount sufficient to reduce the Assigned Dollar Value of such Borrowing to an amount equal to the Assigned Dollar Value thereof before giving effect to such increase or (B) otherwise prepay or cause to be prepaid Tranche A or Tranche B Revolving Loans, as applicable, in an amount sufficient to reduce the Aggregate Tranche A Revolving Credit Exposure or Aggregate Tranche B Revolving Credit Exposure, as applicable, after giving effect to such increase, to an amount less than or equal to

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the Total Tranche A Revolving Credit Commitment or the Total Tranche B Revolving Credit Commitment, as applicable.

        (d)  In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of CCSC or any Subsidiary in respect of any Prepayment Event, CCSC shall, immediately after such Net Cash Proceeds are received, prepay Term Borrowings in an aggregate amount equal to (i) in the case of a Prepayment Event described in clause (a) of the definition thereof, (A) 100% of such Net Cash Proceeds, if the total amount of Net Cash Proceeds received from Prepayment Events described in clause (a) of the definition thereof since the Effective Date is less than or equal to $500,000,000 or (B) otherwise, 50% of such Net Cash Proceeds and (ii) in the case of all other Prepayment Events, 100% of such Net Cash Proceeds.

        SECTION 2.06. Letters of Credit. (a)  General. Subject to the terms and conditions set forth herein, any Borrower (other than a French Borrower) may request the issuance of Letters of Credit for its own account, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Credit Commitment Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by such Borrower to, or entered into by such Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Letter of Credit shall be denominated in Dollars.

        (b)  Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s

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standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $300,000,000 and (ii) the Aggregate Tranche A Revolving Credit Exposure shall not exceed the Total Tranche A Revolving Credit Commitment. With respect to any Letter of Credit which contains any “evergreen”automatic renewal provision, the Issuing Bank shall be deemed to have consented to any such extension or renewal provided that all of the requirements of this Section 2.06 are met and no Default or Event of Default exists.

        (c)  Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date.

        (d)  Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Tranche A Revolving Lender, and each Tranche A Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Tranche A Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Commitment Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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        (e)  Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the applicable Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the applicable Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the applicable Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the applicable Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Tranche A Revolving Lender of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s Commitment Percentage thereof. Promptly following receipt of such notice, each Tranche A Revolving Lender shall pay to the Administrative Agent its Commitment Percentage of the payment then due from the applicable Borrower, in the same manner as provided in Section 2.02 with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Tranche A Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Tranche A Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Tranche A Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Tranche A Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable

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Borrower of its obligation to reimburse such LC Disbursement.

        (f)  Obligations Absolute. The applicable Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, such Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to such Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by such Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept

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and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

        (g)  Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve such Borrower of its obligation to reimburse the Issuing Bank and the Tranche A Revolving Lenders with respect to any such LC Disbursement.

        (h)  Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the applicable Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if such Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.09(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Tranche A Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

        (i)  Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among CCSC, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, CCSC shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all

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previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

        (j)  Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that CCSC receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Tranche A Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, CCSC shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (i) of Section 7.01. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of CCSC under this Agreement and CCSC hereby grants the Administrative Agent a security interest in respect of each such deposit and the account in which such deposits are held. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at CCSC’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of CCSC for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Tranche A Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrowers under this Agreement. If CCSC is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as

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aforesaid) shall be returned to CCSC within three Business Days after all Events of Default have been cured or waived.

        SECTION 2.07. [Reserved]

        SECTION 2.08. Repayment of Loans; Evidence of Debt. (a)  Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the relevant Lenders (i) on the Revolving Credit Maturity Date (or such earlier date as, and to the extent that, such Revolving Loan becomes due and payable pursuant to Section 2.04, Section 2.05, Section 2.13, Section 2.15, Section 4.02(d) or Article VII), the unpaid principal amount of each Revolving Loan and each Swingline Loan made to it by each such Lender, in the applicable currency of such Loan and (ii) on the Term Loan Maturity Date (or such earlier date as, and to the extent that, such Term Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Term Loan made to it by each such Lender, in Dollars. Each Borrower hereby further agrees to pay interest in immediately available funds (in the applicable currency of each Loan) at the applicable office of the Administrative Agent (as specified in Section 2.14(a)) on the unpaid principal amount of the Revolving Loans, Swingline Loans and Term Loans made to it from time to time from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.09.

        (b)  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to the appropriate lending office of such Lender resulting from each Loan, made by such lending office of such Lender from time to time, including the applicable currency and amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

        (c)  The Administrative Agent shall maintain the Register pursuant to Section 10.04, and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the currency of each Loan made hereunder, the amount of each such Loan, the Class and Type of each such Loan and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from each Borrower in respect of each such Loan and each Lender’s share thereof.

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        (d)  The entries made in the Register and accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.08 and the Notes maintained pursuant to paragraph (e) of this Section 2.08 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement.

        (e)  The Loans of each Class made by each Lender to each Borrower shall, if requested by the applicable Lender (which request shall be made to the Administrative Agent), be evidenced by a single Note duly executed on behalf of such Borrower, in substantially the form attached hereto as Exhibit G, with the blanks appropriately filled, payable to the order of such Lender.

        SECTION 2.09. Interest Rates and Payment Dates. (a)  Each Eurocurrency Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days, except in the case of Revolving Loans denominated in British Pounds Sterling which shall bear interest computed on the basis of the actual number of days elapsed over a year of 365 days) for each day during each Interest Period with respect thereto at a rate per annum equal to:

     (i) in the case of a Eurocurrency Revolving Loan denominated in British Pounds Sterling, (A) the Adjusted LIBO Rate determined for such Interest Period, plus (B) 2.00% per annum, plus, (C) if the Borrower of such Loan is a U.K. Borrower, MLA Cost;

     (ii) in the case of a Eurocurrency Revolving Loan denominated in Dollars or an Alternative Committed Currency other than British Pounds Sterling, (A) the Adjusted LIBO Rate determined for such Interest Period, plus (B) 2.00% per annum; or

     (iii) in the case of a Eurocurrency Term Loan, (A) the Adjusted LIBO Rate determined for such Interest Period plus (B) 3.50% per annum.

        (b)  Each ABR Loan (including each Swingline Loan) shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined

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by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus (i) 2.50% per annum, in the case of a Term Loan or (ii) 1.00% per annum, in the case of a Revolving Loan or Swingline Loan.

        (c)  If all or a portion of (i) the principal amount of any Loan, (ii) any interest payable thereon or (iii) any Facility Fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity thereof or by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is (x) in the case of overdue principal (except as otherwise provided in clause (y) below), the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.09 plus 2% per annum or (y) in the case of any overdue interest, Facility Fee or other amount, the rate described in Section 2.09(b) applicable to an ABR Revolving Loan plus 2% per annum, in each case from the date of such nonpayment to (but excluding) the date on which such amount is paid in full (after as well as before judgment).

        (d)  Interest on each Loan shall be payable in the currency in which such Loan is denominated. Interest shall be payable in arrears on each Interest Payment Date, provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Credit Commitment Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. Interest in respect of each Loan shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

        SECTION 2.10. Computation of Interest. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error.

        SECTION 2.11. Fees. (a)  CCSC agrees to pay a facility fee (a “Facility Fee”) to each Revolving Lender, for which payment will be made in arrears through the Administrative Agent on the last day of March, June, September and December, and on the Facility Fee Termination Date (as defined below). The Facility Fee due to each

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Lender shall commence to accrue on the date of this Agreement and shall cease to accrue on the date (the “Facility Fee Termination Date”) that is the later of (i) the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein and (ii) the date after the end of the Revolving Credit Commitment Period on which such Lender ceases to have any Revolving Credit Exposure. The Facility Fee accrued to each Revolving Lender shall equal 0.50% per annum multiplied by such Lender’s Facility Fee Average Daily Amount (as defined below) for the applicable quarter (or shorter period commencing on the date of this Agreement or ending with such Lender’s Facility Fee Termination Date). A Lender’s “Facility Fee Average Daily Amount”with respect to a calculation period shall equal the average daily amount during such period calculated using the daily amount of either (i) the Lender’s Revolving Credit Commitment (whether used or unused) for any applicable days during the Lender’s Revolving Credit Commitment Period or (ii) the Lender’s Revolving Credit Exposure for any applicable days during the period subsequent to the Revolving Credit Commitment Period and ending on the Facility Fee Termination Date. All Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. CCSC shall pay all Facility Fees in Dollars.

        (b)  CCSC agrees to pay (i) to the Administrative Agent for the account of each Tranche A Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate of 2.00% per annum on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Tranche A Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Tranche A Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees (collectively, “LC Fees”) accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided

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that all such fees shall be payable on the date on which the Tranche A Revolving Credit Commitments terminate and any such fees accruing after the date on which the Tranche A Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

          (c)  CCSC agrees to pay to the Administrative Agent the administrative and other fees separately agreed upon by CCSC and the Administrative Agent in the Fee Letter to be payable to the Administrative Agent for its own account and the accounts of the other parties to the Fee Letter, payable at the times specified in the Fee Letter (the “Agent Fees”). CCSC shall pay all Agent Fees in Dollars.

          (d)  All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders and the parties to the Fee Letter. Once paid, none of the Fees shall be refundable.

        SECTION 2.12. Termination, Reduction or Adjustment of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.

        (b)  CCSC shall have the right, upon one Business Day’s notice to the Administrative Agent, to terminate or, from time to time, reduce the amount of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments; provided that, subject to paragraph (f) below, no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any repayments of the Loans made on the effective date thereof, (i) any Term Loans shall be outstanding (unless Term Lenders holding 100% of the outstanding Term Loans shall have approved such reduction or termination), (ii) the Aggregate Tranche A Revolving Credit Exposure then outstanding would exceed the Total Tranche A Revolving Credit Commitment then in effect or (iii) the Aggregate Tranche B Revolving Credit Exposure then outstanding would exceed the Total Tranche B Revolving Credit Commitment then in effect. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently

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the Tranche A Revolving Credit Commitments or Tranche B Revolving Credit Commitments, as applicable, then in effect.

        (c)  If any prepayment of Term Borrowings would otherwise be required pursuant to Section 2.05 but cannot be made because there are no Term Borrowings outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Borrowings, then, on the date that such prepayment is required, the Revolving Credit Commitments shall be permanently reduced by an aggregate amount equal to the amount of the required prepayment, or the excess of such amount over the outstanding amount of Term Borrowings, as the case may be, provided that the allocation of such reduction between the Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall be at CCSC’s option.

        (d)  CCSC shall pay to the Administrative Agent for the account of the applicable Revolving Lenders, on each date of termination or reduction of the Revolving Credit Commitments, the Facility Fee on the amount of the Revolving Credit Commitments so terminated or reduced accrued to the date of such termination or reduction.

        (e)  Each reduction or increase, as applicable, in the Tranche A Revolving Credit Commitments shall reduce or increase, as applicable, the Swingline Commitment by an equal percentage.

        (f) Notwithstanding anything to contrary in this Section 2.12, on March 30, 2001, without any further action by any party hereto, (i) each Tranche B Revolving Lender’s Tranche B Revolving Credit Commitment shall be permanently reduced by an amount equal to such Tranche B Revolving Lender’s Pro Rata Percentage of $75,000,000 and (ii) each Tranche A Revolving Lender’s Tranche A Revolving Credit Commitment shall be increased by an amount equal to such Tranche A Revolving Lender’s Pro Rata Percentage of $75,000,000, provided that the foregoing adjustments shall not occur if (x) after giving effect thereto and to any repayments of the Loans made on the effective date thereof, the Aggregate Tranche B Revolving Credit Exposure then outstanding would exceed $250,000,000 or (y) CCSC shall have provided written notice to the Administrative Agent no later than March 28, 2001 that such adjustments should not occur.

        SECTION 2.13. Inability to Determine Interest Rate; Unavailability of Deposits; Inadequacy of Interest Rate. (a) If prior to 11:00 a.m., London time, two Business

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Days before the first day of any Interest Period, including an initial Interest Period, for a requested Eurocurrency Borrowing:

     (i) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market generally, adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for the currency in which any Eurocurrency Loan is denominated or the currency specified in the Borrowing Request for such Eurocurrency Borrowing (the “Applicable Currency”) for such Interest Period, or

     (ii) the Administrative Agent shall have received notice from a majority in interest of the Lenders of the applicable Class that the Adjusted LIBO Rate determined or to be determined for such Interest Period for the Applicable Currency will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders by 12:00 noon, London time, on the same day. If such notice is given under clause (a)(i) or (a)(ii) above, then any affected Eurocurrency Loans shall not be converted or continued pursuant to Section 2.03 or made pursuant to a Borrowing Request, as the case may be, except as follows:

     (I) In the case of Eurocurrency Loans that are Alternative Committed Currency Loans, the Borrowers so request, no later than 1:00 p.m., London time, on the same day, the affected Eurocurrency Loans shall be converted or continued pursuant to Section 2.03 or made pursuant to a Borrowing Request, as the case may be, but with an Interest Period of one month and the amount of interest payable in respect of any such Eurocurrency Loan shall be determined in accordance with the following provisions of this Section 2.13(a)(I):

     (A) if the Administrative Agent so requires, within five days of such notification the Administrative Agent and the Borrowers shall enter into negotiations with a view to agreeing on a substitute basis for determining the rate of interest (a “Substitute Interest Rate”) which may be applicable to affected Eurocurrency Loans in the future and any such Substitute Interest Rate

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that is agreed shall take effect in accordance with its terms and be binding on each party hereto; provided that the Administrative Agent may not agree on any such Substitute Interest Rate without the prior consent of each affected Lender;

     (B) if no Substitute Interest Rate is agreed pursuant to Section 2.13(a)(I)(A), any such Eurocurrency Loan converted, continued or made by the Lenders pursuant to Section 2.13(a)(I) shall bear interest during the subsequent Interest Period at the rate per annum determined by the Administrative Agent pursuant to Section 2.09(a) except that in the place of the Adjusted LIBO Rate, the Administrative Agent shall use the cost to the applicable Lender (as conclusively certified by such Lender to the Administrative Agent with a copy to the Borrowers and expressed as a rate per annum) of funding such Loan from whatever source it shall reasonably select; and

     (C) if the Administrative Agent has required the Borrower to enter into negotiations pursuant Section 2.13(a)(I)(A), the Administrative Agent may (acting on the instructions of a majority in interest of the Tranche A Revolving Lenders) declare that no further Eurocurrency Revolving Loans denominated in such currency shall be converted, continued or made unless a Substitute Interest Rate has been agreed by the Borrowers and the Administrative Agent within 30 days of the Administrative Agent having so required negotiations.

     (II) Alternatively, in the case of Eurocurrency Revolving Loans, if the Borrowers so request, no later than 1:00 p.m., London time, two Business Days prior to the first day of the applicable Interest Period, the affected Eurocurrency Revolving Loans shall be made in, or prepaid pursuant to Section 2.05 and reborrowed in, a currency permitted under Section 2.01 other than the Applicable Currency (“Another Currency”) in an amount that is the Currency Equivalent of the Applicable Currency amount of the affected Eurocurrency Revolving Loans on the first day of such Interest Period. The provisions of clauses (a)(i) and (a)(ii) above shall apply to the proposed Loans in Another Currency (except that the time for a determination by or notice to the Administrative Agent under clause (a)(i) or (a)(ii) shall be 2:00 p.m., London time, on such day and the time for notice by the Administrative Agent to the Borrowers and the Lenders shall be 3:00 p.m., London

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time, on such day), and should the Administrative Agent give a notice under clause (a)(i) or (a)(ii) above with respect thereto, then, unless the Borrowers request by 10:00 a.m., London time, on the following Business Day for the affected Loans to be converted, continued or made pursuant to Section 2.13(a)(I), such Loans shall be converted, continued or made in accordance with paragraph (III) below.

     (III) Alternatively, (i) if the Borrowers fail to request that the affected Eurocurrency Loans be converted, continued or made pursuant to either paragraph (I) or (II) above or (ii) under the conditions provided in paragraph (II) above for this paragraph (III) to apply or (iii) if the affected Eurocurrency Loans are Term Loans, (x) any Eurocurrency Loans denominated in Dollars requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans denominated in Dollars that, on the first day of such Interest Period, were to have been converted to or continued as Eurocurrency Loans shall be continued as or converted to ABR Loans and (z) any Eurocurrency Revolving Loans that are Alternative Committed Currency Loans shall be prepaid on the first day of such Interest Period and, if such day is during the Revolving Credit Commitment Period, the Dollar Equivalent of such prepaid Revolving Loans may simultaneously therewith be reborrowed in Dollars as ABR Loans.

        The Administrative Agent shall promptly withdraw such notice upon becoming aware that the circumstances giving rise thereto shall no longer exist. Until such notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans denominated in the affected currency shall be made or continued as such, nor shall any Borrower have the right (if the Applicable Currency is Dollars) to convert ABR Loans to Eurocurrency Loans denominated in the Applicable Currency, except as provided in Section 2.13(a)(I).

        (b)  If prior to 11:00 a.m., London time, two Business Days before the first day of an Interest Period for an Alternative Committed Currency Borrowing (including an initial Interest Period for a requested Alternative Committed Currency Borrowing) any Revolving Lender notifies the Administrative Agent and the Borrowers that, in its reasonable and considered opinion, it would be unable at any cost, by reason of circumstances affecting the relevant market generally, to obtain matching deposits in the Applicable Currency at the required time and in sufficient amounts to fund its affected Revolving Loan, then such

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Lender shall not be required to make or maintain a Revolving Loan in the Applicable Currency. In such case, the Borrowers may request, no later than 1:00 p.m., London time, on the same day, that the affected Revolving Loan be made in, or prepaid pursuant to Section 2.05 and simultaneously therewith reborrowed in, Another Currency in an amount that is the Currency Equivalent of the Applicable Currency amount of the affected Revolving Loan on the first day of such Interest Period. The first sentence of this clause (b) shall apply to the proposed Revolving Loan in Another Currency (except that the time for notice to the Administrative Agent and the Borrowers shall be 2:00 p.m., London time, on such day) and should any Revolving Lender give a notice under this clause (b) with respect thereto, or should the Borrowers fail to request a Revolving Loan in Another Currency, then such Lender shall instead (as described in Section 2.13(a)(III) above) make the affected Loan in, or the Borrower shall prepay the affected Loan pursuant to Section 2.05 and reborrow in, Dollars on the first day of such Interest Period. The Administrative Agent shall, no later than 3:00 p.m., London time, on such day, inform the Borrower if any Alternative Committed Currency Loans are to be made in or prepaid and reborrowed in Dollars pursuant to this Section 2.13(b). A Eurocurrency Borrowing comprised of two different currencies pursuant to this Section 2.13(b) shall be referred to herein as a “Multicurrency Borrowing”.

        SECTION 2.14. Pro Rata Treatment and Payments. (a)  Each reduction of the Revolving Credit Commitments of the Revolving Lenders of either Class shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by a Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of such ABR Loans then held by the Lenders of the applicable Class. Each payment (including each prepayment) by a Borrower on account of principal of and interest on Loans which are Eurocurrency Loans designated by a Borrower to be applied to a particular Eurocurrency Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders of the applicable Class; provided that with respect to a single Multicurrency Borrowing payments made in the specific currency of Eurocurrency Loans that are part of such Multicurrency Borrowing shall be applied pro rata according to the outstanding principal amount of all Eurocurrency Loans included in such Multicurrency Borrowing that are denominated in such currency; provided further that if payments designated by the Borrower for a particular Multicurrency Borrowing are not denominated in the appro-

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priate currencies required by the second succeeding sentence such that the Revolving Credit Exposure of each Lender of the affected Class will be reduced pro rata in accordance with the Commitment Percentages of each Lender of the affected Class, then, the Administrative Agent shall convert a portion of such payments into the currencies required to so reduce the Revolving Credit Exposure of each Lender of the affected Class pro rata after application of all such payments. Each payment (including each prepayment) by a Borrower on account of principal of and interest on Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made prior to 10:00 a.m., local time in the place of payment, on the due date thereof to the Administrative Agent, for the account of the Lenders of the applicable Class, at the Administrative Agent’s New York office specified in Section 10.01 (or, in the case of payments in Euro, Deutschmarks or French Francs, at the office of the Administrative Agent designated by the Administrative Agent from time to time as the place for payments in Euro) in the currency in which the applicable Obligation is denominated and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

        (b)  Subject to Section 2.13, unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption,

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make available to the relevant Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.14(b) shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Revolving Loans hereunder, on demand, from the relevant Borrower, but without prejudice to any right or claim that such Borrower may have against such Lender.

        (c)  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

        SECTION 2.15. Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law, or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurocurrency Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such and convert ABR Loans to Eurocurrency Loans shall forthwith be suspended until such time as the making or maintaining of Eurocurrency Loans shall no longer be unlawful, (b) such Lender's Loans denominated in Dollars then outstanding as Eurocurrency Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, and (c) such Lender's Eurocurrency Loans that are Alternative Committed Currency Loans, if any, shall be prepaid on the respective last days of the then current Interest Periods with respect to such

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Loans (or within such earlier period as may be required by law).

        SECTION 2.16. Requirements of Law. (a)  The Borrowers agree to reimburse each Lender or the Issuing Bank for any increase in the cost to such Lender or the Issuing Bank of, or any reduction in the amount of any sum receivable by such Lender or the Issuing Bank in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, Eurocurrency Loans or participating in, issuing or maintaining any Letter of Credit, including, without limitation, by reason of any requirements imposed by the Board upon the making or funding of Eurocurrency Loans or participating in, issuing or maintaining any Letter of Credit. Such Lender or the Issuing Bank, as applicable, shall promptly notify the Administrative Agent and CCSC in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender or the Issuing Bank, as applicable, for such increased cost or reduced amount. Such additional amounts shall be payable directly to such Lender or the Issuing Bank, as applicable, within five days of CCSC’s receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers.

        (b)  If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority after the date hereof affects or would affect the amount of capital required or expected to be maintained by any Lender or the Issuing Bank (or a holding company controlling such Lender or Issuing Bank) and such Lender or the Issuing Bank determines (in its sole and absolute discretion) that the rate of return on its capital (or the capital of its holding company, as the case may be) as a consequence of its Revolving Credit Commitment or the Loans made by it or its participations in Swingline Loans or any issuance, participation or maintenance of Letters of Credit is reduced to a level below that which such Lender or the Issuing Bank (or its holding company) could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by such Lender or the Issuing Bank to CCSC, the Borrowers shall immediately pay directly to such Lender or the Issuing Bank, as the case may be, additional amounts sufficient to compensate such Lender or the Issuing Bank (or its holding company) for such reduction in rate of return. A statement of such Lender or

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the Issuing Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrowers. In determining such amount, such Lender or the Issuing Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

        (c)  Neither the Issuing Bank nor any Lender shall be entitled to compensation under this Section 2.16 for any costs incurred or reductions suffered with respect to any date that it has such costs unless it shall have notified CCSC that it will demand compensation for such costs or reductions under paragraph (a) or (b) above, as applicable, not more than 120 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions; provided that the foregoing shall in no way operate in derogation of the undertaking contained in the last sentence of this paragraph (c). Notwithstanding any other provision of this Section 2.16, neither the Issuing Bank nor any Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of the Issuing Bank or such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. In the event that the Issuing Bank or any Lender determines that any event or circumstance that will lead to a claim under this Section 2.16 has occurred or will occur, the Issuing Bank or such Lender will use its best efforts to so notify CCSC; provided, that any failure to provide such notice shall in no way impair the rights of the Issuing Bank or Lender to demand and receive compensation under this Section 2.16, but without prejudice to any claims of CCSC for compensation for actual damages sustained as a result of any failure to observe this undertaking.

        SECTION 2.17. Taxes. All payments by each Borrower of principal of, and interest on, the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority on the Administrative Agent, the Issuing Bank or any Lender (or any assignee of such Lender or the Issuing Bank, as the case may be, or a participation holder or a change in designation of the lending office of a Lender or the Issuing Bank, as the case may be (a “Transferee”)), but excluding franchise taxes and taxes imposed on or measured by the recipient’s net income or receipts (such non-excluded items being called “Taxes”). In the event that any withholding or deduction from any

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payment to be made by any Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then such Borrower will

     (a) pay directly to the relevant authority the full amount required to be so withheld or deducted;

     (b) promptly forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authority; and

     (c) pay to the Administrative Agent for the account of the Lenders or the Issuing Bank, as the case may be, such additional amount or amounts as is necessary to ensure that the net amount actually received by each Lender or the Issuing Bank, as the case may be, will equal the full amount such Lender or the Issuing Bank, as the case may be, would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Administrative Agent, the Issuing Bank or any Lender or Transferee with respect to any payment received by the Administrative Agent, the Issuing Bank or such Lender or Transferee hereunder, the Administrative Agent, the Issuing Bank or such Lender or Transferee may pay such Taxes and the applicable Borrower will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted.

        If the Borrowers fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Administrative Agent, for the account of the Issuing Bank, the respective Lenders or Transferees, the required receipts or other required documentary evidence, the Borrowers shall indemnify the Issuing Bank, Lenders and Transferees for any incremental Taxes, interest, penalties or other costs (including reasonable attorneys’ fees and expenses) that may become payable by the Issuing Bank, any Lender or Transferee as a result of any such failure. For purposes of this Section 2.17, a distribution hereunder by the Administrative Agent to or for the account of the Issuing Bank, any Lender or Transferee shall be deemed a payment by a Borrower.

        Each Lender or Transferee that is organized under the laws of a jurisdiction other than the United States shall, on or prior to the Effective Date (in the case of each Lender that is a party hereto on the Effective Date) or

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on or prior to the date of any assignment or participation hereunder (in the case of a Transferee) and thereafter as reasonably requested from time to time by CCSC or the Administrative Agent, execute and deliver, if legally able to do so, to CCSC and the Administrative Agent one or more (as CCSC or the Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8 or such other forms or documents (or successor forms or documents), appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Lender or Transferee is exempt from or entitled to a reduced rate of, withholding or deduction of Taxes.

        With respect to obligations under this Agreement other than those specified in the immediately following paragraph, the Borrowers shall not be required to indemnify or to pay any additional amounts to the Issuing Bank, any Lender or Transferee with respect to any Taxes pursuant to this Section 2.17 to the extent that (i) any obligation to withhold, deduct or pay amounts with respect to such Tax existed on the date the Issuing Bank, such Lender or Transferee became a party to this Agreement (and, in such case, Borrowers may deduct and withhold such Tax from payments to the Issuing Bank, such Lender or Transferee), or (ii) any Lender or Transferee fails to comply in full with the provisions of the immediately preceding paragraph (and, in such case, Borrowers may deduct and withhold all Taxes required by law as a result of such noncompliance from payments to the Issuing Bank, such Lender or Transferee).

        With respect to Loans not denominated in Dollars and Loans made to non-U.S. Subsidiaries, each relevant Lender or Transferee shall determine the extent to which obligations to withhold, deduct or pay amounts with respect to Taxes would exist on the date such Lender or Transferee would make such Loans and shall disclose to CCSC such determination. Based on such determination, the applicable Borrower shall either agree (i) to indemnify or pay any such additional amounts to each such Lender or Transferee pursuant to this Section 2.17 or (ii) that such Lender or Transferee shall not be obligated to make such Loans provided, however, that in the event of a change in law or regulation such additional amounts shall be adjusted to reflect such change.

        Notwithstanding anything to the contrary in this Section 2.17, if the Internal Revenue Service determines that a Lender (or Transferee) is a conduit entity participating in a conduit financing arrangement as defined in Section 7701(l) of the Code and the regulations thereunder and the relevant Borrower was not a participant to such arrangement (other than as a Borrower under this Agreement)

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(a “Conduit Financing Arrangement”), then (i) the Borrower shall have no obligation to pay additional amounts or indemnify the Lender or Transferee for any Taxes with respect to any payments hereunder to the extent the amount of such Taxes exceeds the amount that would have otherwise been withheld or deducted had the Internal Revenue Service not made such a determination and (ii) such Lender or Transferee shall indemnify the Borrowers in full for any and all taxes for which a Borrower is held directly liable under Section 1461 of the Code by virtue of such Conduit Financing Arrangement; provided that such Borrower (i) promptly forwards to the indemnitor an official receipt or other documentation satisfactorily evidencing such payment, (ii) shall contest such tax upon the reasonable request of the indemnitor and at such indemnitor’s cost and (iii) shall pay to such indemnitor within 30 days any refund of such taxes (including interest thereon). Each Lender or Transferee represents that it is not participating in a Conduit Financing Arrangement.

        Neither the Issuing Bank nor any Lender shall be entitled to payment under this Section 2.17 unless it shall have notified the applicable Borrower that it will demand such payment not more than 120 days after the date on which it shall have become aware that it was entitled to such payment; provided that the foregoing shall in no way operate in derogation of the undertaking contained in the last sentence of this Section 2.17. Notwithstanding any other provision of this Section 2.17, neither the Issuing Bank nor any Lender shall demand any payment referred to above if it shall not at the time be the general policy or practice of the Issuing Bank or such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. In the event that the Issuing Bank or any Lender determines that any event or circumstance that will lead to a claim by it under this Section 2.17 has occurred or will occur, the Issuing Bank or such Lender will use its best efforts to so notify CCSC; provided, that any failure to provide such notice shall in no way impair the rights of the Issuing Bank or any Lender to demand and receive compensation under this Section 2.17, but without prejudice to any claims of CCSC for failure to observe this undertaking.

        SECTION 2.18. Indemnity. In the event any Lender shall incur any loss or expense (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a Eurocurrency Loan) as a result of any conversion of a

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Eurocurrency Loan to an ABR Loan or repayment or prepayment of the principal amount of any Eurocurrency Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03, 2.05, 2.08, 2.16 or 2.21 or otherwise, or any failure to borrow or convert any Eurocurrency Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a condition to such borrowing or otherwise; then, upon the written notice of such Lender to the applicable Borrower (with a copy to the Administrative Agent), such Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on such Borrower.

        SECTION 2.19. Change of Lending Office. Each Lender (or Transferee) agrees that, upon the occurrence of any event giving rise to the operation of Section 2.15, 2.16 or 2.17 with respect to such Lender (or Transferee), it will, if requested by CCSC, use reasonable efforts (subject to overall policy considerations of such Lender (or Transferee)) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event, provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its respective lending offices to suffer no material economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 2.19 shall affect or postpone any of the obligations of any Borrower or the rights of any Lender (or Transferee) pursuant to Sections 2.15, 2.16 and 2.17.

        SECTION 2.20. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against a Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loans or participations in LC Disbursements which at the time shall be due and payable as a result of which the unpaid principal portion of its Loans and participations in LC Disbursements which at the time shall be due and payable shall be proportionately less than the unpaid principal portion of such Loans and participations in LC Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and

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shall promptly pay to such other Lender the purchase price for, a participation in such Loans and participations in LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of such Loans and participations in LC Disbursements and participations in such Loans and participations in LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and participations in LC Disbursements as prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or an LC Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by such Borrower to such Lender by reason thereof as fully as if such Lender were a direct creditor directly to such Borrower in the amount of such participation. Notwithstanding the foregoing, nothing in this Section 2.20 shall be deemed to require any Term Lender to take any action which is inconsistent with the priority repayment rights of the Term Lenders over the Revolving Lenders provided in the Collateral Sharing Agreement.

        SECTION 2.21. Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13(b), 2.15 or 2.16, or the Borrowers shall be required to make additional payments to any Lender under Section 2.17, CCSC shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrowers shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans

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made by such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder (including, without limitation, any Facility Fees).

ARTICLE III

Representations and Warranties

        In order to induce the Lenders and the Administrative Agent to enter into this Agreement and to extend credit hereunder and under the other Loan Documents, CCSC represents and warrants as follows:

        SECTION 3.01. Organization, etc. CCSC is a corporation, and each of its Subsidiaries (a) is a corporation, partnership or other form of legal entity, validly organized and existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, (b) has all requisite power and authority to carry on its business as now conducted, (c) is duly qualified to do business and is in good standing as a foreign corporation or foreign partnership (or comparable foreign qualification, if applicable, in the case of any other form of legal entity), as the case may be, in each jurisdiction where the nature of its business requires such qualification, except where the failure to so qualify will not result in a Material Adverse Effect, and (d) has full power and authority and holds all requisite material governmental licenses, permits and other approvals to enter into and perform its obligations under this Agreement and each other Loan Document to which it is a party and to own or hold under lease its property and to conduct its business substantially as currently conducted by it.

        SECTION 3.02. Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Loan Party of this Agreement and each other Loan Document executed or to be executed by it, the borrowing of the Loans, the use of the proceeds thereof and the issuance of the Letters of Credit hereunder are within each Loan Party’s corporate, partnership or comparable powers, as the case may be, have been duly authorized by all necessary corporate, partnership or comparable and, if required, stockholder action, as the case may be, and do not

     (a) contravene the Organic Documents of CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries);

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     (b) contravene any law or governmental regulation or court decree or order binding on or affecting CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries);

     (c) violate or result in a default under any indenture, agreement or other instrument binding upon CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries); or

     (d) result in, or require the creation or imposition of, any material Lien on any assets of CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries), except Liens created under the Loan Documents.

        SECTION 3.03. Government Approval, Regulation, etc. No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person is required for the due execution, delivery or performance by CCSC or any other Loan Party of this Agreement or any other Loan Document, the borrowing of the Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens under the Loan Documents. Neither CCSC nor any of its Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

        SECTION 3.04. Validity, etc. This Agreement has been duly executed and delivered by each Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligation of such Borrower or such Loan Party (as the case may be) enforceable in accordance with its respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

        SECTION 3.05. Financial Information. (a) The consolidated balance sheets of CCSC and its Subsidiaries as of December 31, 1999, reported on by PricewaterhouseCoopers, independent public accountants, and September 30, 2000, certified by CCSC’s chief financial officer, and the related

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consolidated statements of earnings and cash flow of CCSC and its Subsidiaries, copies of which have been furnished to the Administrative Agent and each Lender, have been prepared in accordance with GAAP consistently applied, and present fairly in all material respects the consolidated financial condition of CCSC and its Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of the financial statements as of and for the period ended September 30, 2000, to normal year-end adjustments and to the absence of notes).

        (b)  Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, none of CCSC or its Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses.

        SECTION 3.06. No Material Adverse Change. Since December 31, 1999, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of CCSC and its Subsidiaries taken as a whole, except as disclosed in the Information Memorandum.

        SECTION 3.07. Litigation. There is no pending or, to the knowledge of any Borrower, threatened litigation, action or proceeding, affecting CCSC or any of its Subsidiaries, or any of their respective properties, businesses, assets or revenues, which will result in a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby.

        SECTION 3.08. Compliance with Laws and Agreements. Each of CCSC and its Subsidiaries is in compliance with all laws (other than Environmental Laws, which are the subject of Section 3.13), regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so will not result in a Material Adverse Effect. No Default has occurred and is continuing.

        SECTION 3.09. Subsidiaries. Schedule 3.09 sets forth the name of, and the direct or indirect ownership interest of CCSC in, each Subsidiary of CCSC and identifies each Subsidiary that is a Loan Party, in each case as of the Effective Date.

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        SECTION 3.10. Ownership of Properties. Each of CCSC and its Subsidiaries (other than Immaterial Subsidiaries) has good and marketable title to or valid leasehold interests in, or is licensed to use, all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like which could reasonably be expected to have a Material Adverse Effect) except as permitted pursuant to Section 6.02.

        SECTION 3.11. Taxes. Each of CCSC and its Subsidiaries has timely filed all federal and all other material income tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges due, except (i) any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books and (ii) any such taxes or charges that would not, individually or in the aggregate, result in a Material Adverse Effect.

        SECTION 3.12. Pension and Welfare Plans. During the twelve-consecutive-month period prior to the Effective Date, no Pension Plan has been terminated, or has been subject to the commencement of any termination, that could reasonably be expected to result in a material liability to CCSC or any ERISA Affiliate, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan or Welfare Plan which reasonably might result in the incurrence by CCSC or any ERISA Affiliate of any liability, fine or penalty which will have a Material Adverse Effect. Neither CCSC nor any ERISA Affiliate has withdrawn or partially withdrawn (or reasonably expects to withdraw or partially withdraw) from any multiemployer plan (as defined in Section 3(37) of ERISA), CCSC has no contingent liability with respect to post-retirement benefits provided by CCSC and its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities which will not, individually or in the aggregate, have a Material Adverse Effect.

        SECTION 3.13. Environmental Warranties. (a) All facilities and property owned or leased by CCSC or any of its Subsidiaries, and all operations conducted thereon, are in compliance with all Environmental Laws, except for such

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noncompliance which, singly or in the aggregate, will not have a Material Adverse Effect;

     (b) there have been no past unresolved, and there are no pending or threatened (in writing)

     (i) claims, complaints, notices or requests for information received by CCSC or any of its Subsidiaries with respect to any alleged violation of any Environmental Law, or

     (ii) complaints, written notices or inquiries to CCSC or any of its Subsidiaries regarding potential liability under any Environmental Law,

which violation or potential liability singly or in the aggregate will have a Material Adverse Effect;

        (c) there have been no Releases of Hazardous Materials at, on or under any property now or, to any Borrower’s knowledge, previously owned or leased by CCSC or any of its Subsidiaries that, singly or in the aggregate, have or will have a Material Adverse Effect;

        (d) CCSC and its Subsidiaries have been issued and are in compliance with all Environmental Permits necessary or desirable for their businesses, except for such Environmental Permits which, if not so obtained or as to which CCSC and its Subsidiaries are not in compliance (in each case singly or in the aggregate), will not have a Material Adverse Effect;

        (e) no property now or, to any Borrower’s knowledge, previously owned or leased by CCSC or any of its Subsidiaries is listed or proposed (with respect to owned property only) for listing on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, or on the National Priorities List pursuant to CERCLA, in each case other than properties as to which any such listing will not result in a Material Adverse Effect;

        (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or, to any Borrower’s knowledge, previously owned or leased by CCSC or any of its Subsidiaries that, singly or in the aggregate, have, or will have, a Material Adverse Effect;

        (g) to any Borrower’s knowledge, neither CCSC nor any Subsidiary has directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the

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National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations which will lead to claims against CCSC or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA, which will have a Material Adverse Effect; and

        (h) there are no polychlorinated biphenyls or friable asbestos present at any property owned or leased by CCSC or any Subsidiary that, individually or in the aggregate, have, or will have, a Material Adverse Effect.

        SECTION 3.14. Regulations U and X. The Loans, the use of the proceeds thereof, this Agreement and the transactions contemplated hereby will not result in a violation of or be inconsistent with any provision of Regulation U or X.

        SECTION 3.15. Disclosure; Accuracy of Information. CCSC has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to any of them that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. To the best of CCSC’s knowledge, neither this Agreement nor any other document, certificate or statement furnished to the Administrative Agent or any Lender by or on behalf of CCSC in connection herewith (including, without limitation, the Information Memorandum) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein and therein not misleading, in light of the circumstances under which they were made. It is understood that no representation or warranty is made concerning any forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based.

        SECTION 3.16. Insurance. As of the Effective Date, all premiums in respect of insurance maintained by or on behalf of CCSC and its Subsidiaries as of such date have been paid. CCSC reasonably believes that the insurance maintained by or on behalf of itself and its Subsidiaries is adequate.

        SECTION 3.17. Labor Matters. Except as could not reasonably be expected to have a Material Adverse Effect, (a) as of the Effective Date, there are no strikes, lockouts or slowdowns against CCSC or any Subsidiary pending or, to the knowledge of CCSC, threatened; (b) the hours worked by

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and payments made to employees of CCSC and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters; and (c) all payments due from CCSC or any Subsidiary, or for which any claim may be made against CCSC or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of CCSC or such Subsidiary.

        SECTION 3.18. Solvency. Immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date; and (e) none of the French Borrowers is unable to pay its debts as they fall due ("état de cessation des paiements") or has initiated voluntary arrangements with its creditors ("règlement amiable") or is subject to insolvency proceedings ("redressement ou liquidation judiciaire"), in each case as construed by articles L. 611-1 and seq. and L. 620-1 and seq. of the French Commercial Code ("code de commerce").

        SECTION 3.19. Security Documents. (a)  The Pledge Agreements are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreements) and, when such Collateral is delivered to the Collateral Agent, the Pledge Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person other than Liens described in clause (a) of the definition of Permitted Encumbrances and subject to the terms of the Intercreditor Agreement; provided that the actions specified in Schedule 3.19(a) are required to be taken in connection with the pledge of capital stock of Foreign Subsidiaries.

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        (b)(i)  The Security Agreements are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreements) and, (ii)(A) when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the U.S. Security Agreement and (B) when the actions specified in Schedule 3.19(b) are taken, the Foreign Security Agreements, shall each constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreements)), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02 and subject to the terms of the Intercreditor Agreement.

        (c)  When the filings in clause (b)(ii)(A) above are made and when the U.S. Security Agreement (or a summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office, the U.S. Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties (other than Foreign Loan Parties) in the Intellectual Property (as defined in the U.S. Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties (other than Foreign Loan Parties) after the Effective Date).

        (d)  Each Mortgage, when duly executed and delivered by the relevant Loan Party, will be effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right

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to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

ARTICLE IV

Conditions

        SECTION 4.01. Effective Date. The amendments to the Original Credit Agreement effected hereby and the obligations of the Term Lenders to make Term Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.08):

     (a)  The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

     (b)  The Administrative Agent shall have received, on behalf of itself and the Lenders, favorable written opinions of each of (i) Dechert, U.S., U.K. and French counsel for the Loan Parties, (ii) William T. Gallagher, Esq., Vice President, Secretary and General Counsel of CCSC and (iii) Holters &Elsing, German counsel for the Loan Parties, substantially to the effect set forth in Exhibits M, N and O, respectively, (A) dated the Effective Date and (B) addressed to the Administrative Agent and the Lenders.

     (c)  All documents executed or submitted in connection with this Agreement, the borrowings hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders and to Cravath, Swaine &Moore, counsel for the Administrative Agent.

     (d)  The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

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     (e)  The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of CCSC, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.02.

     (f)  The Administrative Agent shall have received all fees payable to the Administrative Agent or any Lender on or prior to the Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document.

     (g)  The Collateral Agent shall have received counterparts of (A) the U.S. Pledge Agreement signed on behalf of each U.S. Loan Party, (B) Foreign Pledge Agreements covering pledges by Domestic Subsidiaries of Equity Interests held by them in Subsidiaries organized in France and Germany, (C) French Delegations of Dividends by the French Holding Companies and (D) if any Borrower is a Foreign Subsidiary, a Foreign Pledge Agreement signed on behalf of each Foreign Loan Party (except for Foreign Loan Parties whose execution of a Foreign Pledge Agreement would violate applicable law or would, in the reasonable good faith judgment of CCSC, subject the directors or officers of such Foreign Loan Party to criminal or other personal liability), in each case, together with certificates representing all the outstanding Equity Interests of each Subsidiary owned by or on behalf of any U.S. Loan Party as of the Effective Date (except that such delivery of certificates representing Equity Interests of a Foreign Subsidiary that is not a Subsidiary Loan Party may be limited to 65% of the outstanding Equity Interests of such Foreign Subsidiary), promissory notes (to the extent such notes exist on the Effective Date) evidencing all intercompany Indebtedness owed to any Loan Party by any Borrower or any Subsidiary as of the Effective Date and stock powers and instruments of transfer, endorsed in blank, with respect to such certificates and promissory notes. The Collateral Agent shall have received evidence that all actions specified in Schedule 3.19(a) have been taken.

     (h)  The Collateral Agent shall have received counterparts of (i) the U.S. Security Agreement signed on behalf of each U.S. Loan Party, and (B) if any

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Borrower is a Foreign Subsidiary, a Foreign Security Agreement or Agreements signed on behalf of each Foreign Loan Party (except for Foreign Loan Parties whose execution of a Foreign Security Agreement would violate applicable law or would, in the reasonable good faith judgment of CCSC, subject the directors or officers of such Foreign Loan Party to criminal or other personal liability), in each case, together with the following:

     (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the applicable Security Agreement; and

     (B) a completed Perfection Certificate dated the Effective Date and signed by an executive officer or Financial Officer of CCSC, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released.

     (i)  The Administrative Agent shall have received (i) counterparts of the U.S. Guarantee Agreement signed on behalf of each Domestic Subsidiary, (ii) if any Borrower is a Foreign Subsidiary, a Foreign Guarantee Agreement signed on behalf of each Foreign Loan Party (except for Foreign Loan Parties whose execution of a Foreign Guarantee Agreement would violate applicable law or would, in the reasonable good faith judgment of CCSC, subject the directors or officers of such Foreign Loan Party to criminal or other personal liability) and (iii) counterparts of the Indemnity, Subrogation and Contribution Agreement signed on behalf of each U.S. Loan Party.

     (j) The Collateral Agent shall have received a counterpart of the Collateral Sharing Agreement signed on behalf of CCSC.

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     (k) The Administrative Agent shall have received evidence that the insurance required by Section 5.04 and the Security Documents is in effect.

     (l)  Any Competitive Loans (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement shall have been repaid.

     (m)  The Administrative Agent shall have received a counterpart of the Intercreditor Agreement signed on behalf of each party thereto.

        The Administrative Agent shall notify CCSC and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments to the Original Credit Agreement to be effected pursuant to this Agreement and the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.08) at or prior to 5:00 p.m., New York City time, on March 5, 2001 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).

        SECTION 4.02. Conditions to Each Credit Event. The agreement of each Lender to make any Loan and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit (such event being called a “Credit Event”) (excluding continuations and conversions of Loans) requested to be made by it on any date is subject to the satisfaction of the following conditions:

     (a)  The Administrative Agent shall have received a notice of such Credit Event as required by Section 2.02, 2.04 or 2.06, as applicable (or such notice shall have been deemed given in accordance with Section 2.04(b)).

     (b)  The representations and warranties set forth in Article III hereof and in the other Loan Documents shall be true and correct with the same effect as if then made (unless stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).

     (c)  At the time of and immediately after such Credit Event, no Default shall have occurred and be continuing.

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     (d)  If the relevant Borrower is a Subsidiary Borrower, CCSC shall have delivered to the Administrative Agent (i) a Subsidiary Borrower Notice and Designation for such Subsidiary Borrower, countersigned by such Subsidiary Borrower and (ii) if such Subsidiary Borrower Notice and Designation is delivered after the Effective Date, notice of the name of such Subsidiary Borrower and the jurisdiction in which it is domiciled, which notice shall be delivered at least five Business Days prior to the date of the first Borrowing by such Subsidiary Borrower (and shall be distributed by the Administrative Agent to the Lenders promptly upon receipt). CCSC may from time to time deliver a subsequent Subsidiary Borrower Notice and Designation with respect to such Subsidiary Borrower, countersigned by such Subsidiary Borrower, for the purpose of terminating such Subsidiary Borrower’s designation as such, as long as on the effective date of such termination, all Letters of Credit issued for the account of such Subsidiary Borrower shall have been terminated, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall have been paid in full. In addition, if on any date a Subsidiary Borrower shall cease to be a Subsidiary, all Subsidiary Borrower Obligations in respect of such Subsidiary Borrower shall automatically become due and payable on such date and no further Loans may be borrowed by such Subsidiary Borrower hereunder.

     (e)  If the relevant Borrower is a Subsidiary Borrower, the Administrative Agent shall have received, as promptly as reasonably practicable after the effective date of the relevant Subsidiary Borrower Notice and Designation and prior to the date of such Loan, a certificate of such Subsidiary Borrower, substantially in the form of Exhibit H, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent executed by the President, any Vice President, the Treasurer or any other senior officer and the Secretary or any Assistant Secretary (or, in either case, comparable officers) of such Subsidiary Borrower.

     (f)  If the relevant Borrower is a French Borrower, the Collateral Agent shall have received (i) a solvency certificate in the form of Exhibit P duly executed by a senior officer of such Subsidiary Borrower and (ii) an auditors’certificate relating to such Subsidiary Borrower in the form of Exhibit Q, dating from no more than three months prior to the date of the Credit Event.

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Each Credit Event shall be deemed to constitute a representation and warranty by the applicable Borrower on the date of such Credit Event, as to the matters specified in paragraphs (b) and (c) of this Section 4.02.

ARTICLE V

Affirmative Covenants

        Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder or under any other Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrowers covenant and agree with the Lenders that:

        SECTION 5.01. Financial Information, Reports, Notices, etc. CCSC will furnish, or will cause to be furnished, to each Lender and the Administrative Agent copies of the following financial statements, reports, notices and information:

     (a) as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of CCSC, a consolidated balance sheet of CCSC and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of CCSC and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by a Financial Officer of CCSC, it being understood and agreed that the delivery of CCSC’s Form 10-Q (as filed with the Securities and Exchange Commission), if certified as required in this clause (a), shall satisfy the requirements set forth in this clause);

     (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of CCSC, a copy of the annual audit report for such Fiscal Year for CCSC and its Subsidiaries, including therein a consolidated balance sheet of CCSC and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of CCSC and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) in a manner acceptable to the Administrative Agent and the Required Lenders by PricewaterhouseCoopers or other independent public accountants reasonably acceptable to the Administrative Agent and the Required Lenders (it

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being understood and agreed that the delivery of CCSC’s Form 10-K (as filed with the Securities and Exchange Commission), if certified as required in this clause (b), shall satisfy such delivery requirement in this clause) together with a certificate from a Financial Officer of CCSC containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6.12, 6.13 and 6.14 and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officer has not become aware of any Default that has occurred and is continuing, or, if such Financial Officer has become aware of such Default, describing such Default and the steps, if any, being taken to cure it and concurrently with the delivery of the foregoing financial statements, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

     (c) as soon as available and in any event within 60 days after the end of each Fiscal Quarter, a Compliance Certificate, executed by a Financial Officer of CCSC, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) compliance with the financial covenants set forth in Sections 6.12, 6.13 and 6.14 and representing as to the absence of any Default;

     (d) no later than 30 days following the commencement of each Fiscal Year of CCSC, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for each month during such Fiscal Year) and, promptly when available, any significant revisions of such budget;

     (e) as soon as possible and in any event within three Business Days after becoming aware of the occurrence of any Default, a statement of a Financial Officer of CCSC setting forth details of such Default and the action which CCSC has taken and proposes to take with respect thereto;

     (f) as soon as possible and in any event within five Business Days after (i) the occurrence of any adverse development with respect to any litigation,

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action or proceeding described in Section 3.07 which could reasonably be expected to result in a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding of the type described in Section 3.07, which could reasonably be expected to result in a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and copies of all documentation relating thereto;

     (g) promptly after the sending or filing thereof, copies of all reports which CCSC sends to any of its security holders, and all reports, registration statements (other than on Form S-8 or any successor form) or other materials which CCSC or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;

     (h) immediately upon becoming aware of the taking of any specific actions by CCSC or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without CCSC or any ERISA Affiliate having to provide more than $1,000,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that CCSC furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by CCSC of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of CCSC with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which could reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;

     (i) as soon as possible, notice of any other development that could reasonably be expected to result in a Material Adverse Effect; and

     (j) such other information respecting the condition or operations, financial or otherwise, of CCSC or any of its Subsidiaries as any Lender through

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the Administrative Agent may from time to time reasonably request.

        SECTION 5.02. Compliance with Laws, etc. CCSC will, and will cause each of its Subsidiaries to, comply in all respects with all applicable laws, rules, regulations and orders, except where such non-compliance would not have a Material Adverse Effect, such compliance to include, subject to the foregoing (without limitation):

     (a) the maintenance and preservation of its existence and its qualification as a foreign corporation or partnership (or comparable foreign qualification, if applicable, in the case of any other form of legal entity), and

     (b) the payment, before the same become delinquent, of all taxes, assessments and governmental charges imposed upon it or upon its property except as provided in Section 5.09.

        SECTION 5.03. Maintenance of Properties. CCSC will, and will cause each of its Subsidiaries to, maintain, preserve, protect and keep its material properties in good repair, working order and condition, and make necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times unless CCSC determines in good faith that the continued maintenance of any of its properties is no longer economically desirable.

        SECTION 5.04. Insurance. CCSC will, and will cause each of its Subsidiaries to, maintain or cause to be maintained with financially sound and responsible insurance companies (a) insurance with respect to its properties material to the business of CCSC and its Subsidiaries against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents, and will, upon request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate of an Authorized Officer of CCSC setting forth the nature and extent of all insurance maintained by CCSC and its Subsidiaries in accordance with this Section; provided that CCSC and its Subsidiaries may self-insure to the extent customary for similarly situated corporations or partnerships engaged in the same or similar business.

        SECTION 5.05. Books and Records. CCSC will, and will cause each of its Subsidiaries to, keep books and

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records which accurately reflect all of its business affairs and material transactions and permit the Administrative Agent and each Lender or any of their respective representatives, at reasonable times and intervals, to visit all of its offices, to discuss its financial matters with its officers and independent public accountant and, upon the reasonable request of the Administrative Agent or a Lender, to examine (and, at the expense of the relevant Borrower, photocopy extracts from) any of its books or other corporate or partnership records.

        SECTION 5.06. Environmental Covenant. CCSC will, and will cause each of its Subsidiaries to:

     (a) use and operate all of its facilities and properties in compliance with all Environmental Laws except for such noncompliance which, singly or in the aggregate, will not have a Material Adverse Effect, keep all Environmental Permits in effect and remain in compliance therewith, except where the failure to keep in effect such Environmental Permits, or any noncompliance with the provisions thereof, will not have a Material Adverse Effect, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except for any noncompliance that will not have a Material Adverse Effect;

     (b) promptly notify the Administrative Agent and provide copies of all written inquiries from any local, state or Federal governmental agency, claims, complaints or notices relating to the condition of its facilities and properties or compliance with Environmental Laws which will have a Material Adverse Effect, and promptly cure and have dismissed with prejudice or contest in good faith any actions and proceedings relating to material non-compliance with Environmental Laws; and

     (c) provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.06.

        SECTION 5.07. Information Regarding Collateral. (a)  CCSC will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which

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Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or (v) in any Loan Party’s jurisdiction of organization. CCSC agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. CCSC also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.

        (b)  Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (b) of Section 5.01, CCSC shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of CCSC (i) setting forth the information required pursuant to Sections 1, 2, 7, 8 and 9 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

        SECTION 5.08. Existence; Conduct of Business. CCSC will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

        SECTION 5.09. Payment of Obligations. CCSC will, and will cause each of its Subsidiaries to, pay its Indebtedness and other obligations, including Tax liabilities, before the same shall become delinquent or in

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default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) CCSC or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

        SECTION 5.10. Casualty and Condemnation. (a)  CCSC (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any material portion of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Cash Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Security Documents.

        SECTION 5.11. Additional Subsidiaries; Holding Company Reorganization. (a)  If any additional Subsidiary is formed or acquired or any existing Subsidiary is designated as a Foreign Loan Party after the Effective Date (other than, in the case of newly formed or acquired Subsidiaries, (x) a “shell” Subsidiary with no material assets formed in connection with, and solely for the purpose of, effecting a sale of assets, merger or other transaction permitted by this Agreement or (y) a Subsidiary formed in connection with, and solely for the purpose of, a Permitted Receivables Financing), CCSC will notify the Administrative Agent and the Lenders thereof and (i)(A) if such Subsidiary is a Domestic Subsidiary, CCSC will cause such Subsidiary to become a party to the U.S. Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and each applicable U.S. Security Document and (B) if such Subsidiary is a Foreign Subsidiary and a Subsidiary Loan Party, CCSC will cause such Subsidiary to become a party to a Foreign Guarantee Agreement and each applicable Foreign Security Document, in each case, in the manner provided therein, within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the U.S. Obligations and/or Foreign Obligations, as applicable, as the Administrative Agent or the Required Lenders shall reasonably request, unless the execution of any such Agreement or the taking of any such actions by such Foreign Subsidiary would violate applicable law or would, in the

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reasonable good faith judgment of CCSC, subject the directors or officers of such Foreign Subsidiary to criminal or other personal liability, and (ii) if any Equity Interests or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, CCSC will cause certificates evidencing such Equity Interests and promissory notes evidencing such Indebtedness (to the extent such notes exist at such time) to be pledged pursuant to the applicable Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, Equity Interests of such Subsidiary that are owned by or on behalf of any Borrower or a Subsidiary Loan Party which is a Domestic Subsidiary and that are to be pledged pursuant to the U.S. Pledge Agreement may be limited to 65% of the outstanding Equity Interests of such Subsidiary).

        (b)  CCSC agrees that in conjunction with effecting any transaction pursuant to which a corporation owned, directly or indirectly, by CCSC or by the stockholders of CCSC in substantially the same proportions as their ownership of Equity Interests of CCSC (a “Holding Company”), whether pursuant to a holding company reorganization or otherwise, acquires ownership of Equity Interests in CCSC so that CCSC will become a Subsidiary of such Holding Company, CCSC shall cause such Holding Company to become a party to this Agreement (and at such time all references to CCSC in this Agreement shall be deemed to also be references to such Holding Company), the U.S. Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and each applicable U.S. Security Document and shall cause such Holding Company to pledge its Equity Interests in CCSC pursuant to a U.S. Pledge Agreement.

        SECTION 5.12. Further Assurances. (a)  CCSC will, and will cause each Subsidiary Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. CCSC also agrees to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of

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the Liens created or intended to be created by the Security Documents.

        (b)  If any material assets (including any domestic real property or improvements thereto or any interest therein) are acquired by a Borrower or any Subsidiary Loan Party after the Effective Date (other than assets constituting Collateral under a Security Agreement that become subject to the Lien of such Security Agreement upon acquisition thereof), CCSC will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, CCSC will cause such assets to be subjected to a Lien securing the U.S. Obligations and/or Foreign Obligations, as applicable, and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraphs (a) and (c) of this Section, all at the expense of the Loan Parties, unless, in the case of any Foreign Loan Party, the creation of such Lien or the taking of any such actions by such Foreign Loan Party would violate applicable law or would, in the reasonable good faith judgment of CCSC, subject the directors or officers of such Foreign Loan Party to criminal or other personal liability.

        (c) CCSC shall, and shall cause its Subsidiaries to, use its reasonable best efforts to cause the Collateral Agent to receive (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, in form and substance reasonably acceptable to the Collateral Agent, together with such endorsements, coinsurance and reinsurance as the Administrative Agent or the Required Lenders may reasonably request and (iii) such other customary documentation with respect to the Mortgaged Properties as the Collateral Agent may reasonably require, in each case no longer than 60 days following the Effective Date.

        (d) CCSC shall ensure that the Collateral Agent will receive prior to March 15, 2001 (i) all the French Delegations of Dividends relating to the French Borrowers that are not French Holding Companies, executed by the parties thereto, (ii) a delegation of dividends relating to the dividends to be paid by Hellas Can to Société de Participations CarnaudMetalbox SA, substantially in the form of the French Delegations of Dividends, executed by the

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parties thereto and (iii) a legal opinion from the French counsel to the French Borrowers relating to such delegations of dividends reasonably satisfactory in form and substance to the Collateral Agent.

        (e) CCSC shall use its reasonable best efforts to cause the Collateral Agent to receive, within sixty days of the date hereof, and in a form and substance reasonably satisfactory to the Collateral Agent, (i) agreements pertaining to the pledge over the going concerns (“fonds de commerce”) of Etablissements Polyflex SA, La Française de Développement de la Boîte Boissons SA and Crown Cork Company France SA in favor of the Collateral Agent and (ii) a legal opinion from the French counsel to the French Borrowers relating to such pledges over the going concerns.

        SECTION 5.13.  Use of Proceeds. CCSC covenants and agrees that the proceeds of all Borrowings hereunder and all Letters of Credit issued hereunder will be used for general corporate purposes; provided that the proceeds of all Term Loans will be applied on the Effective Date to pay fees and expenses payable hereunder on the Effective Date, to repay any Swingline Loans outstanding and to prepay Revolving Loans.

        SECTION 5.14. Release of Collateral. Upon the sale or other transfer of any Collateral held under any Foreign Security Document that is permitted hereunder to any Person that is not a Loan Party, or, upon the effectiveness of any written consent to the release of the security interest granted in any such Collateral pursuant to Section 10.08, that security interest shall be automatically released. In connection with such release, the Collateral Agent shall execute and deliver to the appropriate Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 5.14 shall be without recourse to or warranty by the Collateral Agent.

ARTICLE VI

Negative Covenants

        Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder or under any other Loan Document have been paid in full and all Letters of Credit

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have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrowers covenant and agree with the Lenders that:

        SECTION 6.01. Indebtedness; Certain Equity Securities. (a) CCSC will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

     (i) Indebtedness created under the Loan Documents;

     (ii) the Public Debt and the other Indebtedness existing on the Effective Date and set forth in Schedule 6.01 and extensions, renewals, refinancings, refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;

     (iii) Indebtedness of CCSC to any Subsidiary and of any Subsidiary to CCSC or any other Subsidiary; provided that Indebtedness of any Subsidiary that is not a Loan Party to CCSC or any Subsidiary Loan Party shall be subject to Section 6.04;

     (iv)(A) Guarantees by CCSC of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of CCSC or any other Subsidiary; provided that Guarantees by CCSC or any Subsidiary Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (B) Guarantees by CCSC or any Subsidiary of the obligations of a joint venture to which CCSC or any Subsidiary is a party, to the extent such Guarantees constitute investments permitted to exist under Section 6.04(g);

     (v) Indebtedness arising from the honoring by a bank or other financial institution of a check draft or similar instrument drawn against insufficient funds in the ordinary course of business;

     (vi) Indebtedness constituting Permitted Capital Markets Debt;

     (vii) Indebtedness incurred in the ordinary course of business under corporate purchasing cards;

     (viii) Indebtedness of CCSC or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets

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or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (viii) shall not exceed $25,000,000 at any time outstanding;

     (ix) Indebtedness incurred by any Subsidiary of CCSC which is not a Loan Party;

     (x) Indebtedness incurred pursuant to any Permitted Receivables Financing; and

     (xi) other unsecured Indebtedness in an aggregate principal amount not exceeding $25,000,000 at any time outstanding.

        (b) CCSC will not, nor will it permit any Subsidiary to, issue any preferred stock or other preferred Equity Interest which (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other preferred Equity Interest described in this paragraph, on or prior to, in the case of clause (i), (ii) or (iii), the first anniversary of the Revolving Credit Maturity Date.

        SECTION 6.02. Liens. CCSC will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

     (a) Liens created under the Loan Documents;

     (b) Permitted Encumbrances;

     (c) any Lien existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of CCSC or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof

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and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

     (d) any Lien existing on any property or asset prior to the acquisition thereof by CCSC or any Subsidiary; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition, (B) such Lien shall not apply to any other property or assets of CCSC or any Subsidiary and (C) such Lien shall secure only those obligations which it secures on the date of such acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

     (e) Liens on fixed or capital assets acquired, constructed or improved by CCSC or any Subsidiary; provided that (A) such security interests secure Indebtedness permitted by clause (viii) of Section 6.01(a), (B) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets and (D) such security interests shall not apply to any other property or assets of CCSC or any Subsidiary;

     (f) Liens granted by CCSC or any of its Subsidiaries or a special purpose, direct or indirect wholly-owned Subsidiary of CCSC that purchases accounts receivable from CCSC or any of its Subsidiaries, in each case, to the extent such Liens are granted on such accounts receivable to secure Indebtedness that is permitted by clause (x) of Section 6.01(a);

     (g) Liens granted by Subsidiaries of CCSC which are not Loan Parties, provided that such Liens secure Indebtedness permitted by clause (ix) of Section 6.01(a); and

     (h) Liens incidental to the conduct of CCSC’s or any Subsidiary’s business or the ownership of its property and assets; provided, however, that the aggregate amount of obligations secured by all of the foregoing Liens referred to in this clause (h), does not at any time exceed in the aggregate $25,000,000.

        SECTION 6.03. Fundamental Changes. (a)  CCSC will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other

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Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into CCSC in a transaction in which CCSC is the surviving corporation, (ii) any Subsidiary may merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party and (iii) any Subsidiary (other than a Borrower) may liquidate or dissolve if CCSC determines in good faith that such liquidation or dissolution is in the best interests of CCSC and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

        (b)  Notwithstanding the foregoing, (i) any Subsidiary of CCSC may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to CCSC or any Subsidiary Loan Party, and any Subsidiary which is not a Subsidiary Loan Party may dispose of assets to any other Subsidiary which is not a Subsidiary Loan Party, (ii) any Subsidiary that is a “shell” company, which Subsidiary has (x) assets with an aggregate value not exceeding $100,001 and (y) no operations, may be dissolved and (iii) any Subsidiary of CCSC may merge with any Person to form a joint venture in which CCSC or a Subsidiary Loan Party holds an Equity Interest, provided that the contribution of assets to such Subsidiary and such merger are permitted by Section 6.04(g).

        (c)  CCSC will not, and will not permit any of its Subsidiaries to, engage to any material extent in any material business other than businesses of the type conducted by CCSC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

        SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. CCSC will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest

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in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

     (a) Permitted Investments;

     (b) investments existing on the date hereof (or in respect of which a binding commitment to make such investment exists on the Effective Date) and set forth on Schedule 6.04;

     (c) investments by CCSC and its Subsidiaries in Equity Interests in Subsidiary Loan Parties and investments by Subsidiaries that are not Subsidiary Loan Parties in Equity Interests in other Subsidiaries that are not Subsidiary Loan Parties; provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to a Pledge Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.11) and (ii) the aggregate amount of investments by Loan Parties in, and loans and advances by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (excluding all such investments, loans, advances and Guarantees existing on the Effective Date) shall not exceed $100,000,000 at any time outstanding;

     (d) loans or advances made by CCSC to any Subsidiary and made by any Subsidiary to CCSC or any other Subsidiary; provided that the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (c) above;

     (e) Guarantees constituting Indebtedness permitted by Section 6.01; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (c) above;

     (f) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

     (g) investments in joint ventures in an aggregate amount (including the value of all assets contributed to or held by any Subsidiary which merged or consolidated with any Person in order to form such

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joint venture), on a cumulative basis subsequent to the Effective Date, not exceeding the sum of (i) $50,000,000, plus (ii) the aggregate amount of dividends, interest, principal payments and returns of capital received from time to time subsequent to the Effective Date by CCSC and its Subsidiaries in respect of investments made under this clause (g), provided that (A) the aggregate amount invested in joint ventures subsequent to the Effective Date (excluding amounts invested in reliance upon clause (ii) above) shall not at any time exceed $50,000,000 and (B) for purposes of determining compliance with the foregoing limitations, any Guarantee by CCSC or any Subsidiary of Indebtedness or other monetary obligations of a joint venture shall be deemed to constitute an investment therein in an amount equal to the Indebtedness or other monetary obligations so Guaranteed;

     (h) loans and advances to employees of CCSC or its Subsidiaries in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses);

     (i) investments consisting of the purchase of the Equity Interests of any Person, if the purpose and effect of such investment is the acquisition, directly or indirectly, of fixed or capital assets, and such investment is made in lieu of the purchase or construction by CCSC or its Subsidiaries of such fixed or capital assets;

     (j) investments to the extent that the consideration paid by CCSC and its Subsidiaries is capital stock of CCSC;

     (k) other loans, advances and investments not in excess of $75,000,000 outstanding at any time, provided that the total amount of Net Cash Proceeds received from Prepayment Events described in clause (a) of the definition thereof since the Effective Date and applied in accordance with Section 2.05(d)(i) or 2.12(c) exceeds $500,000,000;

     (l) notes or other evidence of Indebtedness acquired as consideration in connection with a sale, transfer, lease or other disposition of any asset by CCSC or any of its Subsidiaries, to the extent permitted by Section 6.05; and

     (m) investments in Equity Interests in any Receivables Subsidiary and loans, advances, Guarantees

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and investments arising pursuant to any Permitted Receivables Financing.

        SECTION 6.05. Asset Sales. CCSC will not, and will not permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will CCSC permit any of it Subsidiaries to issue any additional Equity Interest in such Subsidiary, except:

     (a) sales of inventory or used, surplus, obsolete, outdated, inefficient or worn out equipment and other property in the ordinary course of business;

     (b) sales, transfers and dispositions to CCSC or a Subsidiary; provided that any such sales, transfers or dispositions involving a Loan Party and a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09;

     (c) sales in connection with sale-leasebacks permitted under Section 6.06;

     (d) sales of Permitted Investments;

     (e) sales and other dispositions of accounts receivable pursuant to any Permitted Receivables Financing;

     (f) sales, transfers and dispositions of the business units specified on Schedule 6.05; and

     (g) sales, transfers and dispositions of assets (other than Equity Interests of a Subsidiary) not otherwise permitted under this Section; provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (g) shall not, in the aggregate, exceed $10,000,000 during any Fiscal Year;

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clauses (a), (b) and (e) above) shall be made for fair value and (x) for at least 80% cash consideration, in the case of sales, transfers, leases and other dispositions permitted by clause (g) and (y) for 100% cash consideration in the case of sales, transfers, leases and other dispositions permitted by clauses (c), (d) and (f).

        SECTION 6.06. Sale and Leaseback Transactions. CCSC will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly,

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whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets that is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 90 days after CCSC or such Subsidiary acquires or completes the construction of such fixed or capital asset.

        SECTION 6.07. Hedging Agreements. CCSC will not, and will not permit any of its Subsidiaries to, enter into any Hedging Agreement, other than Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which CCSC or any Subsidiary is exposed in the conduct of its business or the management of its liabilities.

        SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. (a)  CCSC will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (ii) CCSC may make Restricted Payments at such times and in such amounts, not exceeding $1,000,000 during any Fiscal Year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of CCSC and its Subsidiaries and (iii) CCSC may, subject to Section 6.01(b), make dividends consisting solely of shares of its capital stock.

        (b)  CCSC will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Indebtedness, except:

     (i) payment of Indebtedness created under the Loan Documents;

     (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness;

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     (iii) refinancings of Indebtedness to the extent permitted by Section 6.01;

     (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

     (v) payment by Loan Parties of Indebtedness owed to Loan Parties and payment by Subsidiaries which are not Loan Parties of Indebtedness owed to CCSC and its Subsidiaries;

     (vi) payment of Indebtedness under revolving credit facilities permitted under clause (ix) of Section 6.01(a);

     (vii) repurchases of any Public Debt that is scheduled to mature prior to December 8, 2003; and

     (viii) payment of Indebtedness created pursuant to any Permitted Receivables Financing.

        SECTION 6.09. Transactions with Affiliates. CCSC will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to CCSC or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among CCSC and the Subsidiary Loan Parties not involving any other Affiliate and transactions among Subsidiaries not involving any Loan Party, (c) any Restricted Payment permitted by Section 6.08 and (d) pursuant to any Permitted Receivables Financing.

        SECTION 6.10. Restrictive Agreements. CCSC will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of CCSC or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to CCSC or any other Subsidiary or to Guarantee Indebtedness of CCSC or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply with respect to assets encumbered by Liens permitted by Section 6.02 as long as

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such restriction applies only to the asset encumbered by such permitted Lien, (iii) the foregoing shall not apply to restrictions and conditions existing on the date hereof not otherwise excepted from this Section 6.10 identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or the assets of a Subsidiary) pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (vi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (vii) the foregoing shall not apply to restrictions and conditions imposed by the terms of any Permitted Receivables Financing.

        SECTION 6.11. Amendment of Material Documents. CCSC will not, and will not permit any Subsidiary to, amend, modify or waive, in a manner adverse to the Lenders, any of its rights under (a) its Organic Documents or (b) any indenture or other document evidencing or governing any of the Public Debt.

        SECTION 6.12. Interest Expense Coverage Ratio. CCSC will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Net Interest Expense, in each case for any period of four consecutive Fiscal Quarters ending on any date during any period set forth below, to be less than the ratio set forth below opposite such period:

Period	Ratio
June 30, 2001 through March 30, 2002	1.65 to 1.00
March 31, 2002 through March 30, 2003	1.70 to 1.00
March 31, 2003 and thereafter	1.75 to 1.00

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        SECTION 6.13. Leverage Ratio. CCSC will not permit the Leverage Ratio as of any date during any period set forth below to exceed the ratio set forth opposite such period:

Period	Ratio
June 30, 2001 through March 30, 2002	6.75 to 1.00
March 31, 2002 through March 30, 2003	6.25 to 1.00
March 31, 2003 and thereafter	6.00 to 1.00

        SECTION 6.14. Asbestos Payments. CCSC will not, and will not permit any Subsidiary to, make any Asbestos Payments that would result in the aggregate amount of Asbestos Payments made in any period of four consecutive Fiscal Quarters ending prior to the Revolving Credit Maturity Date exceeding $200,000,000 (calculated on a pre-tax basis).

        SECTION 6.15. Debt Repayment Funds. CCSC will not make, or permit any Subsidiary to make, any payment (whether at maturity or pursuant to any redemption, repurchase, acquisition or otherwise) in respect of the principal of the 6.75% Senior Notes due 2003 unless, after giving effect thereto, the aggregate amount of all such payments made since the Effective Date would not exceed the sum of (a) Consolidated EBITDA for the period from March 1, 2001 through the end of the most recent month for which financial information is available, minus (b) Consolidated Net Interest Expense, the cash portion of tax expense actually paid and Non-Cash Charges, in each case to the extent added to Consolidated Net Income for purposes of determining Consolidated EBITDA for such period, minus (c) the sum of all additions to property, plant and equipment and other capital expenditures of CCSC and its consolidated Subsidiaries that would be set forth in a consolidated statement of cash flow of CCSC for such period prepared in accordance with GAAP, minus (d) Asbestos Payments made during such period plus (e) the excess, if any, of (i) the aggregate amount of Net Cash Proceeds received during the period from March 1, 2001 to the date of such payment from Prepayment Events described in clause (a) of the definition of the term “Prepayment Event” over (ii) the sum of (A) all Term Loans prepaid pursuant to Section 2.05(d) and all Revolving Credit Commitments reduced pursuant to Section 2.12(c), in each case to the extent attributable to such Net Cash Proceeds, plus (B) $350,000,000.

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ARTICLE VII

Events of Default

        SECTION 7.01. Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.

        (a)  Any Borrower shall default (i) in the payment when due of any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of three Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 or of any other amount (other than an amount referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document.

        (b)  Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of CCSC or any other Loan Party to the Administrative Agent, the Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.

        (c)  CCSC shall default in the due performance and observance of any of its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of Section 5.02 (with respect to the maintenance and preservation of CCSC’s corporate existence) or Article VI.

        (d)  CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to CCSC by the Administrative Agent or any Lender.

        (e)  A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or

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condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.

        (f)  Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either

     (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or

     (ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.

        (g)  Any of the following events shall occur with respect to any Pension Plan:

     (i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another

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Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or

     (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.

        (h)  Any Change in Control shall occur.

        (i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall

     (i) become insolvent or generally fail to pay debts as they become due;

     (ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;

     (iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;

     (iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any

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court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or

     (v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.

        (j)  The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.

        (k)  Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.

        SECTION 7.02. Action if Bankruptcy. If any Event of Default described in clauses (i) through (v) of Section 7.01(i) shall occur, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other Obligations shall automatically be and become immediately due and payable, without notice or demand, all of which are hereby waived by the Borrowers.

        SECTION 7.03. Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 7.01(i)) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to CCSC and each Lender declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment and/or, as the case may be, the Commitments shall terminate.

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        SECTION 7.04. Action if Event of Termination. Upon the occurrence and continuation of any Event of Termination, the Required Lenders may, by notice from the Administrative Agent to CCSC and the Lenders (except if an Event of Termination described in clauses (i) through (v) of Section 7.01(i) shall have occurred, in which case the Commitments (if not theretofore terminated) shall, without notice of any kind, automatically terminate) declare their Commitments terminated, and upon such declaration the Lenders shall have no further obligation to make any Loans hereunder. Upon such termination of the Commitments, all accrued fees and expenses shall be immediately due and payable.

ARTICLE VIII

The Agents

        In order to expedite the transactions contemplated by this Agreement, The Chase Manhattan Bank is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender, hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans, all payments and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to any of the Borrowers of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrowers pursuant to this Agreement as received by such Agent.

        Neither Agent nor any of its Related Parties shall be liable to the Lenders as such for any action taken or omitted by any of them except for its or his or her own gross negligence or wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements

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contained in any Loan Document. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither any Agent nor any of its Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

        The Lenders hereby acknowledge that neither Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Required Lenders.

        Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become

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vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

        With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with CCSC or any Subsidiary or other Affiliate thereof as if it were not an Agent.

        Each Lender acknowledges that it has, independently and without reliance upon either Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Each Lender hereby authorizes the Administrative Agent to enter into the Intercreditor Agreement on behalf of such Lender and to exercise its rights and perform its obligations thereunder.

ARTICLE IX

Guarantee

        SECTION 9.01. Guarantee. In order to induce the Administrative Agent, the Issuing Bank and the Lenders to execute and deliver this Agreement and to make or maintain the Loans and to issue Letters of Credit hereunder, and in consideration thereof, CCSC hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to the Agents, for the ratable benefit of the Issuing Bank and the Lenders, the prompt and complete payment and performance by each Subsidiary Borrower when due (whether at stated maturity, by acceleration or otherwise) of the Subsidiary Borrower Obligations, and CCSC further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) which may be paid or incurred by

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the Agents, the Issuing Bank or any Lender in enforcing any of their rights under the guarantee contained in this Article IX. The guarantee contained in this Article IX, subject to Section 9.04, shall remain in full force and effect until all Letters of Credit issued for the account of any Subsidiary Borrower have terminated, the Subsidiary Borrower Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto any Subsidiary Borrower may be free from any Subsidiary Borrower Obligations.

        CCSC agrees that whenever, at any time, or from time to time, it shall make any payment to either Agent, the Issuing Bank or any Lender on account of its liability under this Article IX, it will notify such Agent, the Issuing Bank and such Lender in writing that such payment is made under the guarantee contained in this Article IX for such purpose. No payment or payments made by any Subsidiary Borrower or any other Person or received or collected by either Agent, the Issuing Bank or any Lender from any Subsidiary Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application, at any time or from time to time, in reduction of or in payment of the Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of CCSC under this Article IX which, notwithstanding any such payment or payments, shall remain liable for the unpaid and outstanding Subsidiary Borrower Obligations until, subject to Section 9.04, the Subsidiary Borrower Obligations are paid in full and the Commitments are terminated.

        SECTION 9.02. Amendments, etc., with respect to the Subsidiary Borrower Obligations.  CCSC shall remain obligated under this Article IX notwithstanding that, without any reservation of rights against CCSC, and without notice to or further assent by CCSC, any demand for payment of or reduction in the principal amount of any of the Subsidiary Borrower Obligations made by the Agents, the Issuing Bank or any Lender may be rescinded by the Agents, the Issuing Bank or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agents, the Issuing Bank or any Lender, and this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Lenders (or the Required Lenders, as the case may be) may deem advisable from time to time, and any collateral

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security, guarantee or right of offset at any time held by the Agents, the Issuing Bank or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agents, the Issuing Bank nor any Lender shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Subsidiary Borrower Obligations or for the guarantee contained in this Article IX or any property subject thereto.

        SECTION 9.03. Guarantee Absolute and Unconditional.  CCSC waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Agents, the Issuing Bank or any Lender upon the guarantee contained in this Article IX or acceptance of the guarantee contained in this Article IX; the Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Article IX, and all dealings between CCSC or the Subsidiary Borrowers, on the one hand, and the Agents, the Issuing Bank and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Article IX. The Agents will, to the extent permitted by applicable law, request payment of any Subsidiary Borrower Obligation from the applicable Subsidiary Borrower before making any claim against CCSC under this Article IX, but will have no further obligation to proceed against a Subsidiary Borrower or to defer for any period a claim against CCSC hereunder. Except as expressly provided in the preceding sentence, CCSC waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon CCSC or any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The guarantee contained in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by either Agent, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any applicable laws purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by CCSC or the applicable Subsidiary Borrower against the Agents, the

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Issuing Bank or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of CCSC or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any Subsidiary Borrower Obligations, or of CCSC under the guarantee contained in this Article IX, in bankruptcy or in any other instance. When either Agent, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX against CCSC, either Agent, the Issuing Bank or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by either Agent, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve CCSC of any liability under this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Issuing Bank and the Lenders against CCSC.

        SECTION 9.04. Reinstatement.  The guarantee contained in this Article IX shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Subsidiary Borrower Obligations is rescinded or must otherwise be restored or returned by either Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Subsidiary Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Subsidiary Borrower or any substantial part of its property, or otherwise, all as though such payments had not been made.

        SECTION 9.05. Payments.  CCSC hereby agrees that any payments in respect of the Subsidiary Borrower Obligations pursuant to Article IX will be paid without setoff or counterclaim, at the option of the Issuing Bank or the relevant Lender(s), in Dollars or in the applicable Alternative Committed Currency (if applicable) at the applicable office of the Administrative Agent specified in Section 10.01.

        SECTION 9.06. Independent Obligations.  The obligations of CCSC under the guarantee contained in this

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Article IX are independent of the obligations of each Subsidiary Borrower, and a separate action or actions may be brought and prosecuted against CCSC whether or not the relevant Subsidiary Borrower is joined in any such action or actions. CCSC waives, to the full extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the relevant Subsidiary Borrower or other circumstance which operates to toll any statute of limitations as to such Subsidiary Borrower shall operate to toll the statute of limitations as to CCSC.

ARTICLE X

Miscellaneous

        SECTION 10.01. Notices. (a) Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

     (i) if to CCSC, to it at One Crown Way, Philadelphia, Pennsylvania 19154, attention of Mr. Michael B. Burns; (Telecopy No. (215) 676-6011);

     (ii) if to any Borrower other than CCSC, to it at the address set forth in the applicable Subsidiary Borrower Notice and Designation, with a copy to CCSC at the address set forth above;

     (iii) if to either Agent (x) at its London office to Chase Manhattan International Limited, 9 Thomas More Street, London E1W 9YT, Attention of Stephen Clarke (Telecopy No. 44-207-777-2360 or 2085), with a copy to The Chase Manhattan Bank, Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Sandra Miklave (Telecopy No. (212) 552-5658) and (y) at its New York office to The Chase Manhattan Bank, Agency Services Group, at its address in (x) above, with copies to (A) The Chase Manhattan Bank, at 270 Park Avenue, New York, New York 10017, Attention of Janet Belden (Telecopy No. (212) 270-5120) and (B) Chase Manhattan International Limited, at its address in (x) above;

     (iv) if to the Issuing Bank, to it at The Chase Manhattan Bank, at 270 Park Avenue, New York, New York 10017, Attention of Gail Weiss (Telecopy No. (212) 270-5120); and

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     (v) if to a Lender, to it at its address (or telecopy number) set forth in Schedule 2.01 or its Administrative Questionnaire or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01.

        (b)  CCSC shall forthwith on demand indemnify each Lender against any loss or liability which that Lender incurs (and that Lender shall not be liable to any Borrower in any respect) solely as a consequence of:

     (i)  any Person to whom any notice or communication under or in connection with this Agreement is sent by the Borrower by telecopy failing to receive that notice or communication (unless directly caused by that Person’s gross negligence or wilful default); or

     (ii) any telecopy communication which reasonably appears to that Lender to have been sent by any Borrower having in fact been sent by a Person other than such Borrower.

        SECTION 10.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the making by the Lenders of the Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not been terminated. The provisions of Sections 2.16, 2.17, 2.18 and

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10.05 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

        SECTION 10.03. Binding Effect. Subject to Section 4.01, this Agreement shall become effective when it shall have been executed by CCSC and the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

        SECTION 10.04. Successors and Assigns. (a)  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party (including any Affiliate of the Issuing Bank that issues any Letter of Credit); and all covenants, promises and agreements by or on behalf of the Borrowers, the Agents or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit) and, solely to the extent expressly contemplated hereby, the Affiliates of each of the Agents, the Issuing Bank and the Lenders and each of their respective directors, officers and employees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

        (b)  Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, however, that (i) except in the case of an assignment to a Lender or a Lender Affiliate, CCSC and the Administrative Agent (and, in the case of any assignment of a Revolving Credit Commitment or any Lender’s obligations in respect of its LC Exposure or Swingline Exposure, the Issuing Bank and the Swingline Lender) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld, it being agreed that neither CCSC, the Issuing Bank nor the Swingline Lender will be deemed to act unreasonably if it shall withhold consent on the basis of reasonable concerns relating to a proposed assignee’s

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creditworthiness or reputation), (ii) the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) $4,350,000 or (y) if the adjustments set forth in Section 2.12(f) have occurred, $4,500,000 (or, in either case, such lesser amount as CCSC and the Administrative Agent otherwise agree), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (iii) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments and Loans, (iv) except in the case of the assignment to an Affiliate of such Lender or an assignment required to be made pursuant to Section 2.21, the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (vi) the Tranche B Revolving Lenders may only make such assignment to a Person qualified to carry out banking activities in the European Union; provided further that any consent of CCSC otherwise required under this paragraph shall not be required if an Event of Default under Section 7.01 has occurred and is continuing. Subject to acceptance and recording pursuant to paragraph (e) of this Section 10.04, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 10.05, as well as to any Fees accrued for its account and not yet paid). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section.

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        (c)  By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment, and the outstanding balances of its Loans and participations in Swingline Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of CCSC or any Subsidiary or the performance or observance by CCSC or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements, if any, delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon either Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

        (d)  The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements, and participations in Swingline Loans,

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owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Except to the extent inconsistent with Section 2.08(d), the entries in the Register shall be conclusive and the Borrowers, the Agents, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

        (e)  Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above and, if required, the written consent of CCSC, the Issuing Bank, the Swingline Lender and the Administrative Agent to such assignment, the Administrative Agent shall (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Lenders. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e).

        (f)  Each Lender may without the consent of CCSC, the Swingline Lender, the Issuing Bank or the Administrative Agent sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) each Participant shall be entitled to the benefit of the cost protection provisions contained in Sections 2.16, 2.17 and 2.18 and the provisions of Section 5.01 to the same extent as if they were Lenders and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04 (provided that no participant shall be entitled to receive any greater amount pursuant to such Sections than the Lender would have been entitled to receive in respect of the interest transferred unless such transfer to such Participant is made with CCSC’s prior written consent, except that this proviso shall not apply to any Tranche A Revolving Lender which is a Participant in a Tranche B Revolving Loan) and (iv) the Borrowers, the Agents, the Issuing Bank and the Lenders shall continue to deal solely and directly with such Lender in connection with such

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Lender’s rights and obligations under this Agreement, and (except in the case of a Participant that is a Tranche A Revolving Lender and holds a participation in the Tranche B Revolving Credit Commitment or Tranche B Revolving Loan of a Tranche B Revolving Lender) such Lender shall retain the sole right (which each Lender agrees will not be limited by the terms of any participation agreement or other agreement with a participant) to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents (other than, without the consent of the Participant, amendments, modifications or waivers described in the first proviso of Section 10.08(b) that affect such Participant). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.06 as though it were a Lender, provided such Participant agrees to be subject to Section 2.20 as though it were a Lender.

        (g)  Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 10.04, disclose to the assignee or participant or proposed assignee or participant any information relating to CCSC and its Subsidiaries furnished to such Lender by or on behalf of any of the Loan Parties; provided that, prior to any such disclosure of information designated by any Borrower as confidential, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such confidential information.

        (h)  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank and this Section 10.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In order to facilitate such a pledge or assignment, each Borrower shall, at the request of the assigning Lender, duly execute and deliver to the assigning Lender a promissory note or notes evidencing the Loans made to such Borrower by the assigning Lender hereunder.

        (i)  The Borrowers shall not assign or delegate any of their rights or duties hereunder without the prior written consent of the Administrative Agent and each Lender, and any attempted assignment without such consent shall be

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null and void; provided that any Subsidiary Borrower may assign and delegate any of its rights or obligations hereunder to one or more other Subsidiary Borrowers which shall assume the same upon notice and the delivery of a reasonably satisfactory assignment and assumption agreement and a Subsidiary Borrower Closing Certificate (modified to reflect an assignment rather than the making of a Loan) to the Administrative Agent but without any prior consent. With respect to any Loan with respect to which CCSC is the Borrower, CCSC may assign or delegate (pursuant to an agreement of assignment and acceptance approved by the Administrative Agent, which approval shall not be unreasonably withheld, and upon delivery of a Subsidiary Borrower Closing Certificate (modified to reflect an assignment rather than the making of a Loan)) to a Subsidiary Borrower such of CCSC’s rights or obligations pursuant to such Loan as are rights or obligations such Subsidiary Borrower would have assumed if such Subsidiary Borrower were the original Borrower with respect to such Loan pursuant to Section 2.01, and CCSC may not assign or delegate any other rights or obligations with respect to such Loan or otherwise hereunder, including without limitation CCSC’s obligations pursuant to Section 2.11 or Article IX.

        SECTION 10.05. Expenses; Indemnity. (a)  The Borrowers jointly and severally agree to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement (including its rights under this Section), the other Loan Documents or the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender,

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provided, however, that the Borrowers shall not be obligated to pay for expenses incurred by a Lender in connection with the assignment of Loans to an assignee Lender (except pursuant to Section 2.21) or the sale of Loans to a participant pursuant to Section 10.04.

        (b)  The Borrowers jointly and severally agree to indemnify the Administrative Agent, the Collateral Agent, the Issuing Bank, each Lender, each Affiliate of any of the foregoing Persons and each of their respective Related Parties (other than agents or advisors) (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto or thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the Loans or Letters of Credit (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by CCSC or any of the Subsidiaries, or any Environmental Liability or Environmental Claim related in any way to CCSC or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related reasonable expenses arise (a) in connection with any action by any stockholder or creditor of the Indemnitee (in its capacity as such) or (b) by reason of the Indemnitee’s gross negligence or wilful misconduct.

        (c)  To the extent that any Borrower fails to pay any amount required to be paid by it to either Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (other than syndication expenses); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or

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related expense, as the case may be, was incurred by or asserted against the applicable Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share”shall be determined based upon its share of the sum of the total Revolving Credit Exposures, outstanding Term Loans and unused Commitments at the time.

        (d)  To the extent permitted by applicable law, no Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

        (e)  The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 10.05 shall be payable on written demand therefor.

        SECTION 10.06. Right of Setoff. If an Event of Default or Event of Termination shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of any Borrower against any of and all the obligations of such Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. In connection with exercising its rights pursuant to the previous sentence, a Lender may at any time use any of such Borrower’s credit balances with the Lender to purchase at the Lender’s applicable spot rate of exchange any other currency or currencies which the Lender considers necessary to reduce or discharge any amount due by such Borrower to the Lender, and may apply that currency or those currencies in or towards payment of those amounts. The rights of each Lender under this Section are in addition to other rights and remedies (including other

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rights of setoff) which such Lender may have. Each Lender agrees promptly to notify CCSC and the Administrative Agent after making any such setoff.

        SECTION 10.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

        SECTION 10.08. Waivers; Amendment. (a)  No failure or delay of either Agent, the Issuing Bank or any Lender in exercising any power or right hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether an Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Borrower in any case shall entitle such Borrower to any other or further notice or demand in similar or other circumstances.

        (b)  Neither this Agreement, any other Loan Document, the Intercreditor Agreement nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Loan Party or Loan Parties or other Persons that are parties thereto, in each case with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of any Loan or LC Disbursement, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or the required date of reimbursement of any LC Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of

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interest on any Loan or LC Disbursement, or postpone the scheduled date of termination of any Commitment, without the prior written consent of each Lender affected thereby, (ii) change or extend the Commitment or decrease the Facility Fee or LC Fee of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of Section 2.14, the provisions of this Section, the definition of “Required Lenders”, or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the prior written consent of each Lender (or each Lender of such Class, as the case may be), (iv) release any Loan Party from its Guarantee under Article IX or a Guarantee Agreement (except as expressly provided in this Agreement or such Guarantee Agreement), or limit its liability in respect of such Guarantee, without the written consent of each Lender, (v) release all or any substantial part of the Collateral from the Liens of the Security Documents (except as expressly provided in this Agreement or the Security Documents) or materially and adversely affect allocations due to the Lenders under the Intercreditor Agreement, without the written consent of each Lender, (vi) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class or (vii) change any provision of any Loan Document in a manner which by its terms adversely affects the rights of Term Lenders to receive prepayments on Term Loans and distributions in respect of Collateral prior to Revolving Lenders without the written consent of each Term Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of either Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of such Agent, the Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender) if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on

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each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

        (c)  A Tranche B Revolving Lender may allocate any proportion of its Tranche B Revolving Credit Commitment or Tranche B Revolving Loans with respect to any waiver, amendment, modification, consent or any other action pursuant to this Section 10.08 or any other Loan Document in order to vote separate portions thereof differently with respect thereto.

        SECTION 10.09. Interest Rate. (a) Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

        (b)  Effective Global Rate. In order to fulfill the obligations imposed by articles L. 313-1 and L. 313-2 of the French Consumer Code (“Code de la Consommation”), Chase Manhattan International Limited represents to the French Borrowers, who accept such representation, that the effective global rate (“taux effectif global”) calculated in accordance with the articles referred to above, on the basis of a 365-day year, is 4.70191% per annum. The effective global rate (“taux effectif global”) was calculated on the basis of utilization of the Total Tranche B Revolving Credit Commitment, on February 28, 2001 and LIBO for an Interest Period of six months on February 28, 2001 of 4.70191%. Such rate is given on an indicative basis and shall not be binding on the Lenders in the future.

        SECTION 10.10. Entire Agreement. This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof.

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Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

        SECTION 10.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.11.

        SECTION 10.12. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

        SECTION 10.13. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 10.03. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

        SECTION 10.14. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

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        SECTION 10.15. Jurisdiction; Consent to Service of Process. (a)  Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Borrower or its properties in the courts of any jurisdiction.

        (b)  Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

        (c)  Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

        (d)  Each Subsidiary Borrower hereby designates and appoints CCSC at its offices at One Crown Way, Philadelphia, Pennsylvania, as its agent to receive service of any and all process and documents on its behalf in any legal action or proceeding referred to in paragraph (a) of this Section 10.15 in the State of New York and agrees that service upon such agent shall constitute valid and effective service upon such Subsidiary Borrower and that failure of CCSC to give any notice of such service to any such party shall not affect or impair in any way the validity of such

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service or of any judgment rendered in any action or proceeding based thereon.

        (e)  Each Subsidiary Borrower, to the extent that such Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property or assets, hereby waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement and the other Loan Documents (it being understood that the waivers contained in this paragraph (e) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976, as amended, and are intended to be irrevocable and not subject to withdrawal for the purposes of such Act).

        SECTION 10.16.  Judgments Relating to Subsidiary Borrowers.  (a)  If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

        (b)  The obligations of each Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss provided that if the amount of the Agreement Currency so purchased exceeds the sum originally due to the Applicable Creditor, the Applicable Creditor agrees to remit such excess to such Borrower. The obligations of the Borrowers contained in this Section 10.16 shall survive the termination of this

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Agreement and the payment of all other amounts owing hereunder.

        SECTION 10.17. Confidentiality. Each of the Agents, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ investment advisors, directors, officers, employees and agents, including accountants, legal counsel and other advisors and any direct or indirect contractual counterparty in swap agreements entered into in connection with a Lender’s outstanding Loans from time to time or to such contractual counterparty’s professional advisor (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and, in the case of any such contractual counterparty or its professional advisor, such persons shall agree in writing to be bound by the provisions of this Section 10.17), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of CCSC or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than CCSC or one of its Subsidiaries. For the purposes of this Section, “Information” means all information received from CCSC relating to it or its business, other than any such information that is available to the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by CCSC or one of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

        SECTION 10.18. Joint Liability of French Borrowers. Notwithstanding anything to the contrary, each French Borrower shall be jointly and severally liable

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(“codébiteur solidaire”) for all the other Subsidiary Borrower Obligations of the French Borrowers.

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

CROWN CORK & SEAL COMPANY, INC.,
by	/s/ A.W. RutherfordName: A.W. Rutherford Title: Authorized Signatory

Attest:
[Corporate Seal]
by	/s/ William T. GallagherName: William T. Gallagher Title: Authorized Signatory

THE CHASE MANHATTAN BANK, individually and as Administrative Agent,
by	/s/ Thomas H. KozlarkName: Thomas H. Kozlark Title: Authorized Signatory

CHASE MANHATTAN INTERNATIONAL LIMITED
by	/s/ Stephen HurfordName: Stephen Hurford Title: Authorized Signatory

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EACH OF THE SUBSIDIARY BORROWERS LISTED ON SCHEDULE I HERETO,
by	/s/ A. W. RutherfordName: A. W. Rutherford Title: Authorized Signatory

[Signature Pages of Lenders to Follow]

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	Signature page to the Credit Agreement dated as of February 4, 1997 (as amended and restated as of March 2, 2001), among Crown Cork & Seal Company, Inc. (“CCSC”), certain Subsidiaries of CCSC referred to therein, the Lenders from time to time party thereto and The Chase Manhattan Bank, as Administrative Agent.
Name of Lender: ABN AMRO Bank N.V.	by	/s/ John HennessyName: John Hennessy Title: Senior Vice President
	by	/s/ Richard SchrageName: Richard Schrage Title: Vice President

Name of Lender: BBL International	by	/s/ G.A. MichaelName: G.A. Michael Title: Authorized Signatory
	by	/s/ C.R.M. WalkerName: C.R.M. Walker Title: Authorized Signatory

Name of Lender: BNP Paribas	by	/s/ Arnaud Collin du BocageName: Arnaud Collin du Bocage Title: Authorized Signatory
	by	/s/ Richard PaceName: Richard Pace Title: Vice President Corporate Banking Division

Name of Lender: Banca Commerciale Italiana New York Branch	by	/s/ Guido La ViaName: Guido La Via Title: Vice President
	by	/s/ Frank MaffeiName: Frank Maffei Title: Vice President

Name of Lender: Banca Nazionale Del Lavoro S.p.A. New York Branch	by	/s/ Frederic W. HallName: Frederic W. Hall Title: Vice President
	by	/s/ Leonardo ValentiniName: Leonardo Valentini Title: First Vice President

Name of Lender:
Bank of America, N.A.
by
 /s/ Peter BrachName: Peter Brach
Title: Principal

Name of Lender:
The Bank of New York
by
 /s/ Walter C. ParelliName: Walter C. Parelli
Title: Vice President

Name of Lender:
Citibank
by
 /s/ William MartensName: William Martens
Title: Managing Director

Name of Lender: Credit Agricole Indosuez	by	/s/ Richard ManixName: Richard Manix Title: First Vice President
	by	/s/ René LeBlancName: René LeBlanc Title: Vice President

Name of Lender:
Credit Suisse First Boston
by
 /s/ Jay ChallName: Jay Chall
Title: Director

Name of Lender:
The Dai-Ichi Kangyo Bank, Ltd.
NY Branch
by
 /s/ Robert GallagherName: Robert Gallagher
Title: VP

Name of Lender: Deutsche Bank Aktiengesellchaft New York Branch	by	/s/ Kirsten KunzName: Kirsten Kunz Title: Vice President
	by	/s/ Hans-Josef ThieleName: Hans-Josef Thiele Title: Director

Name of Lender: Erste Bank	by	/s/ John S. RunnionName: John S. Runnion Title: Managing Director
	by	/s/ Brandon A. MeyersonName: Brandon A. Meyerson Title: Vice President

Name of Lender:
Fleet National Bank
by
 /s/ Peggy PeckhamName: Peggy Peckham
Title: Sr. Vice President

Name of Lender:
First Union National Bank
by
 /s/ Jill W. AkreName: Jill W. Akre
Title: Senior Vice President

Name of Lender:
Fortis (USA) Finance LLC
by
 /s/ John T. ConnorsName: John T. Connors
Title: Authorized Signatory

Name of Lender:
The Industrial Bank of Japan, Limited
by
 /s/ J. Kenneth BiegenName: J. Kenneth Biegen
Title: Senior Vice President

Name of Lender:
Mellon Bank, N.A.
by
 /s/ Maria N. SistoName: Maria N. Sisto
Title: Vice President

Name of Lender:
Morgan Guaranty Trust Company
New York, New York 10260
by
 /s/ Joseph F. MurphyName: Joseph F. Murphy
Title: Vice President

Name of Lender:
Morgan Stanley Emerging Markets, Inc.
by
 /s/ Edgar A. SabounghiName: Edgar A. Sabounghi
Title: Vice President

Name of Lender:
Northern Trust Co.
by
 /s/ Roger McDougalName: Roger McDougal
Title: Second Vice President

Name of Lender:
Royal Bank of Canada
by
 /s/ Barton LundName: Barton Lund
Title: Manager

Name of Lender: Sanpaoloimi S.p.A.	by	/s/ Luca SacchiName: Luca Sacchi Title: Vice President
	by	/s/ Carlo PersicoName: Carlo Persico Title: General Manager

Name of Lender:
Sanwa Bank Ltd.
New York Branch
by
 /s/ Joseph E. LeoName: Joseph E. Leo
Title: Vice President and Area Manager

Name of Lender:
Societe Generale
by
 /s/ Jerry ParisiName: Jerry Parisi
Title: Managing Director

Name of Lender: Standard Chartered Bank	by	/s/ Alan BabcockName: Alan Babcock Title: Senior Vice President
	by	/s/ Ralph BucherName: Ralph Bucher Title: Vice President

Name of Lender:
The Sumitomo Bank, Limited
by
 /s/ P.R.C. KnightName: P.R.C. Knight
Title: Senior Vice President

Name of Lender:
SunTrust Bank
by
 /s/ Maria MamilovichName: Maria Mamilovich
Title: Director

Name of Lender: Merita Bank Plc	by	/s/ Thomas P. HickeyName: Thomas P. Hickey Title: Vice President
	by	/s/ Anu SerpalaName: Anu Serpala Title: Vice President

Name of Lender: Natexis Banques Poppelaires	by	/s/ Michael FerrisName: Michael Ferris Title: Vice President
	by	/s/ Joseph A. MillerName: Joseph A. Miller Title: Associate

Name of Lender:
Arab Bank Plc
by
 /s/ William F. GhazarName: William F. Ghazar
Title: Vice President

Name of Lender:
Galaxy CLO 1999-1, Ltd.
by
 /s/ John G. LaphamName: John G. Lapham
Title: Authorized Agent

Name of Lender:
Foothill Income Trust II, L.P.
by
 /s/ Jeff NikoraName: Jeff Nikora
Title: Managing Member

Name of Lender:
SunAmerica Life Insurance Company
by
 /s/ John G. LaphamName: John G. Lapham
Title: Authorized Agent

Name of Lender:
Protective Life Insurance Company
by
 /s/ Richard J. BielenName: Richard J. Bielen
Title: Sr. Vice President, Investments

EX-4

EXHIBIT 4.n

                U.S. PLEDGE AGREEMENT dated as of March 2, 2001, among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), each Domestic Subsidiary of CCSC listed on Schedule I hereto (CCSC and such Domestic Subsidiaries are referred to collectively herein as the “Pledgors”) and THE CHASE MANHATTAN BANK (“Chase”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the U.S. Security Agreement).

        Reference is made to (a) the Credit Agreement dated as of February 4, 1997, as amended and restated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CCSC, certain Subsidiaries of CCSC which are borrowers thereunder (the “Subsidiary Borrowers” and, together with CCSC, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”) and Chase, as administrative agent (in such capacity, the “Administrative Agent”), and (b) the Guarantee Agreement dated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among each Domestic Subsidiary of CCSC listed on Schedule I thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) and Chase, as collateral agent.

        The Lenders have agreed to make Loans to the Borrowers and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrowers, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. The Subsidiary Guarantors (as defined in the Security Agreement) have agreed to guarantee, among other things, all the obligations of the Borrowers under the Credit Agreement. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned upon, among other things, the execution and delivery by the Pledgors of a Pledge Agreement in the form hereof to secure (a) the due and punctual payment by the Borrowers of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers to the Secured Parties under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to the Credit Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all covenants, agreements, obligations and liabilities of each Guarantor under or pursuant to the Guarantee Agreement and the other Loan Documents, (d) the due and punctual payment and performance of all monies, obligations and other liabilities of CCSC or any of its Subsidiaries under each Hedging Agreement existing on the date hereof with any counterparty that was a Lender or an Affiliate of a Lender on the date hereof and each Hedging Agreement entered into with any counterparty that was a Lender or an Affiliate of a Lender at the time such Agreement was entered into and (e) the due and punctual payment and performance of all monies, obligations and other liabilities in respect of overdrafts and related liabilities and obligations arising from treasury, depository and cash management services which are

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in existence on the date hereof owed by CCSC or any of its Subsidiaries to any entity that was a Lender or an Affiliate of a Lender on the date hereof and all such obligations owed by CCSC or any of its Subsidiaries to any entity that was a Lender or an Affiliate of a Lender at the time such obligation arose (all the monetary and other obligations referred to in the preceding clauses (a) through (e) being referred to collectively as the “Obligations”). Capitalized terms used herein and not defined herein shall have meanings assigned to such terms in the Credit Agreement or the U.S. Security Agreement.

        Accordingly, the Pledgors and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows:

        SECTION 1. Pledge. As security for the payment and performance, as the case may be, in full of the Term Loan Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties that are Term Lenders, a security interest in all of the Pledgor’s right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (all the foregoing, collectively, the “Collateral”). In addition, as security for the payment or performance, as the case may be, in full of the Other Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title and interest in, to and under the Collateral; provided that the Liens granted pursuant to this sentence shall be subject and subordinate to the Liens granted to secure the Term Loan Obligations pursuant to the immediately preceding sentence. Notwithstanding the foregoing, (i) subject to clause (iv) below, all the Collateral shall ratably secure all the Obligations (other than Obligations constituting Exempted Indebtedness), (ii) subject to clause (iv) below, all the Unrestricted Collateral shall also ratably secure the Obligations that constitute Exempted Indebtedness, (iii) subject to clause (iv) below, all the Restricted Collateral shall also secure the Restricted Secured Indebtedness and (iv) the foregoing clauses shall not be construed to affect the priority of the Liens granted hereunder securing Term Loan Obligations over the Liens granted hereunder to secure Other Obligations, to the extent such Obligations are secured by the same Collateral after giving effect to the foregoing clauses.

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        Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered.

        TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties (subject to the priorities and limitations set forth above), forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

        SECTION 2. Delivery of the Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities, and any and all certificates or other instruments or documents representing the Collateral.

        (b) Each Pledgor will cause any Indebtedness for borrowed money owed to the Pledgor by any Person (except for a Subsidiary of CCSC) to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms hereof.

        SECTION 3. Representations, Warranties and Covenants. Each Pledgor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that:

     (a) the Pledged Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto;

     (b) except for the security interest granted hereunder, the Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens (other than Liens described in clause (a) of the definition of “Permitted Encumbrances”), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by the Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

     (c) the Pledgor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all Persons whomsoever;

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     (d) no consent of any other Person (including stockholders or creditors of any Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby;

     (e) by virtue of the execution and delivery by the Pledgors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain valid and perfected first liens upon and security interests in such Pledged Securities as security for the payment and performance of the Obligations (subject to the priority of the liens and security interests securing the Term Loan Obligations, as provided in Section 1);

     (f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein;

     (g) all of the Pledged Stock has been duly authorized and validly issued and is fully paid and nonassessable;

     (h) all information set forth herein relating to the Pledged Stock is accurate and complete in all material respects as of the date hereof; and

     (i) the pledge of the Pledged Stock pursuant to this Agreement does not violate Regulation U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

        SECTION 4. Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent, provided that the Collateral Agent shall not exercise such right without the consent of CCSC in the event an Event of Default is not continuing. Each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

        SECTION 5. Voting Rights; Dividends and Interest, etc.  (a)  Unless and until an Event of Default shall have occurred and be continuing:

     (i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided, however, that such Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties

5

under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

     (ii) The Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.

     (iii) Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

        (b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to dividends, interest or principal that such Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal. All dividends, interest or principal received by the Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7. After all Events of Default have been cured or waived, the Collateral Agent shall, within five Business Days after all such Events of Default have been cured or waived, repay to each Pledgor all cash dividends, interest or principal (without interest), that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

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        (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights and such permission shall be deemed to have been granted absent notice to the contrary to the Pledgors from the Collateral Agent. After all Events of Default have been cured or waived, such Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

        SECTION 6. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

        The Collateral Agent shall give a Pledgor 10 days’prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of such Pledgor’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser

7

or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such Secured Party from any Pledgor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Pledgor therefor. For pur poses hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

        SECTION 7. Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 6, as well as any Collateral consisting of cash, shall be applied by the Collateral Agent as provided in the Collateral Sharing Agreement.

        The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

        SECTION 8. Collateral Sharing Agreement. By becoming a party to this Agreement, each Pledgor agrees to be bound by the terms of the Collateral Sharing Agreement and, without limiting the generality of the foregoing, expressly agrees that all obligations and liabilities of a Grantor thereunder apply to such Pledgor with the same force and effect as if such Pledgor were a signatory thereto.

        SECTION 9. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest providedthat the Collateral Agent shall only take any action

8

pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.

        SECTION 10. Waivers; Amendment.  (a)  No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Pledgor in any case shall entitle such Pledgor or any other Pledgor to any other or further notice or demand in similar or other circumstances.

        (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.08 of the Credit Agreement.

        SECTION 11. Securities Act, etc. In view of the position of the Pledgors in relation to the Pledged Securities, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and might also limit the extent to

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which or the manner in which any subsequent transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Securities under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Pledgor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 11 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

        SECTION 12. Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of CCSC at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to

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comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

        SECTION 13. Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

        SECTION 14. Termination or Release. (a)  This Agreement and the security interests granted hereby shall terminate when all the Obligations described in clause (a) of the definition thereof have been indefeasibly paid in full, the Lenders have no further commitment to lend under the Credit Agreement, the L/C Exposure has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement.

        (b) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any Person that is not a Pledgor, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

        (c) In connection with any termination or release pursuant to paragraph (a) or (b), the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent.

        SECTION 15. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Pledgor shall be given to it at the address for notices set forth on Schedule I, with a copy to CCSC.

        SECTION 16. Further Assurances. Each Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Collateral Agent may at any time reasonably request in connection with the administration and enforcement of this Agreement or with respect to the Collateral or any part thereof or in order better to assure and confirm unto the Collateral Agent its rights and remedies hereunder.

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        SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Pledgor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Agreement shall become effective as to any Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Pledgor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Pledgor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Pledgor shall have the right to assign its rights hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrowers pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Pledgor and may be amended, modified, supplemented, waived or released with respect to any Pledgor without the approval of any other Pledgor and without affecting the obligations of any other Pledgor hereunder.

        SECTION 18. Survival of Agreement; Severability.  (a)  All covenants, agreements, representations and warranties made by any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments and the commitment of the Issuing Bank to issue Letters of Credit under the Credit Agreement have not been terminated.

        (b) In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Term Loan Obligations and the Other Obligations, respectively, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

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        SECTION 19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

        SECTION 20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract, and shall become effective as provided in Section 17. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

        SECTION 21. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting this Agreement.

        SECTION 22. Jurisdiction; Consent to Service of Process.  (a)  Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court referred to in paragraph (a) of this Section. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction.

        (b) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

        (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

        SECTION 23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT

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NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

        SECTION 24. Additional Pledgors. Pursuant to Section 5.11 of the Credit Agreement, each Domestic Subsidiary of CCSC that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into this Agreement as a Subsidiary Pledgor upon becoming a Domestic Subsidiary if such Subsidiary owns or possesses property of a type that would be considered Collateral hereunder. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Annex 1 hereto, such Subsidiary shall become a Subsidiary Pledgor hereunder with the same force and effect as if originally named as a Subsidiary Pledgor herein. The execution and delivery of such instrument shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Agreement.

        SECTION 25. Execution of Financing Statements. Pursuant to Section 9-402 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions, each Pledgor authorizes the Collateral Agent to file financing statements with respect to the Collateral owned by it without the signature of such Pledgor in such form and in such filing offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

        SECTION 26. Intercreditor Agreement. To the extent they concern any Collateral which comprises shares in the capital of Crown Cork & Seal Receivables (DE) Corporation, all rights, remedies and entitlements of the Collateral Agent hereunder and all restrictions on the rights and entitlements of the Pledgor hereunder, shall in each case be subject to the terms of the Intercreditor Agreement.

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        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CROWN CORK & SEAL COMPANY, INC.,
by	/s/ Michael B. BurnsName: Michael B. Burns Title: Authorized Signatory Address:

THE DOMESTIC SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
by	/s/ Michael B. BurnsName: Michael B. Burns Title:   Authorized Officer Address:

THE CHASE MANHATTAN BANK, as Collateral Agent,
by	/s/ Thomas H. KozlarkName: Thomas H. Kozlark Title: Authorized Signatory

EX-4

EXHIBIT 4.o

                U.S. SECURITY AGREEMENT dated as of March 2, 2001 among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), each Domestic Subsidiary of CCSC listed on Schedule I hereto (CCSC and such Domestic Subsidiaries are referred to collectively herein as the “Grantors”) and THE CHASE MANHATTAN BANK (“Chase”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).

        Reference is made to (a) the Credit Agreement dated as of February 4, 1997, as amended and restated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CCSC, certain Subsidiaries of CCSC which are borrowers thereunder (the “Subsidiary Borrowers” and, together with CCSC, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”) and Chase, as administrative agent (in such capacity, the “Administrative Agent”), and (b) the U.S. Guarantee Agreement dated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among the Subsidiaries of CCSC party thereto (the “Subsidiary Guarantors”) and Chase, as collateral agent.

        The Lenders have agreed to make Loans to the Borrowers, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrowers, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Subsidiary Guarantors has agreed to guarantee, among other things, all the obligations of the Borrowers under the Credit Agreement. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned upon, among other things, the execution and delivery by the Grantors of an agreement in the form hereof to secure (a) the due and punctual payment by the Borrowers of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers to the Secured Parties under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers under or pursuant to the Credit Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each Subsidiary Guarantor under or pursuant to the Guarantee Agreement and the other Loan Documents, (d) the due and punctual payment and performance of all monies, obligations and other liabilities of CCSC or any of its Subsidiaries under each Hedging Agreement existing on the date hereof with any counterparty that was a Lender or an Affiliate of a Lender on the date hereof and each Hedging Agreement entered into with any counterparty that was a Lender or an Affiliate of a Lender at the time such Hedging Agreement was entered into and (e) the due and punctual payment and performance of all

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monies, obligations and other liabilities in respect of overdrafts and related liabilities and obligations arising from treasury, depository and cash management services which are in existence on the date hereof owed by CCSC or any of its Subsidiaries to any entity that was a Lender or an Affiliate of a Lender on the date hereof and all such obligations owed by CCSC or any of its Subsidiaries to any entity that was a Lender or an Affiliate of a Lender at the time such obligations arose (all the monetary and other obligations described in the preceding clauses (a) through (e) being collectively called the “Obligations”).

        Accordingly, the Grantors and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows:

ARTICLE I

Definitions

        SECTION 1.01. Definition of Terms Used Herein. Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement and all references to the Uniform Commercial Code shall mean the Uniform Commercial Code in effect in the State of New York as of the date hereof.

        SECTION 1.02. Definition of Certain Terms Used Herein. As used herein, the following terms shall have the following meanings:

        “Account Debtor” shall mean any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

        “Accounts” shall mean any and all right, title and interest of any Grantor to payment for goods and services sold or leased, including any such right evidenced by chattel paper, whether due or to become due, whether or not it has been earned by performance, and whether now or hereafter acquired or arising in the future, including accounts receivable from Affiliates of the Grantors; provided that “Accounts” shall not include any Receivable Assets that have been sold or otherwise transferred in connection with, or are subject to any Liens created pursuant to or in accordance with, any Permitted Receivables Financing.

        “Accounts Receivable” shall mean all Accounts and all right, title and interest in any returned goods, together with all rights, titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired.

        “Collateral” shall mean all (a) Accounts Receivable, (b) Documents, (c) Equipment, (d) General Intangibles, (e) Inventory, (f) cash and cash accounts, (g) Investment Property, (h) Proceeds, (i) chattel paper, (j) letters of credit, (k) letter-of- credit rights and (l) other personal property; provided that “Collateral” shall not include any Receivable Assets that have been sold or otherwise transferred in connection with, or

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are subject to any Liens created pursuant to or in accordance with, any Permitted Receivables Financing.

        “Collateral Sharing Agreement” shall mean the Collateral Sharing Agreement to be executed and delivered by the Collateral Agent and CCSC, substantially in the form of Exhibit C to the Credit Agreement.

        “Commodity Account” shall mean an account maintained by a Commodity Intermediary in which a Commodity Contract is carried out for a Commodity Customer.

        “Commodity Contract” shall mean a commodity futures contract, an option on a commodity futures contract, a commodity option or any other contract that, in each case, is (a) traded on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to the federal commodities laws or (b) traded on a foreign commodity board of trade, exchange or market, and is carried on the books of a Commodity Intermediary for a Commodity Customer.

        “Commodity Customer” shall mean a Person for whom a Commodity Intermediary carries a Commodity Contract on its books.

        “Commodity Intermediary” shall mean (a) a Person who is registered as a futures commission merchant under the federal commodities laws or (b) a Person who in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities laws.

        “Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or which such Grantor otherwise has the right to license, or granting any right to such Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

        “Copyrights” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, and (b) all registra tions and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule II.

        “Credit Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

        “Documents” shall mean all instruments, files, records, ledger sheets and documents evidencing, covering or relating to any of the Collateral.

        “Entitlement Holder” shall mean a Person identified in the records of a Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary. If a Person acquires a Security Entitlement by virtue of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such Person is the Entitlement Holder.

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        “Equipment” shall mean all equipment, furniture and furnishings, and all tangible personal property similar to any of the foregoing, including tools, parts and supplies of every kind and description, and all improvements, accessions or appurtenances thereto, that are now or hereafter owned by any Grantor. The term Equipment shall include Fixtures.

        “Exempted Indebtedness” shall mean any Indebtedness or other obligation which would be considered “Exempted Indebtedness” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Public Debt.

        “Financial Asset” shall mean (a) a Security, (b) an obligation of a Person or a share, participation or other interest in a Person or in property or an enterprise of a Person, which is, or is of a type, dealt with in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment or (c) any property that is held by a Securities Intermediary for another Person in a Securities Account if the Securities Intermediary has expressly agreed with the other Person that the property is to be treated as a Financial Asset under Article 8 of the Uniform Commercial Code. As the context requires, the term Financial Asset shall mean either the interest itself or the means by which a Person’s claim to it is evidenced, including a certificated or uncertificated Security, a certificate representing a Security or a Security Entitlement.

        “Fixtures” shall mean all items of Equipment, whether now owned or hereafter acquired, of any Grantor that become so related to particular real estate that an interest in them arises under any real estate law applicable thereto.

        “General Intangibles” shall mean all choses in action and causes of action and all other assignable intangible personal property of any Grantor of every kind and nature (other than Accounts Receivable) now owned or hereafter acquired by any Grantor, including all rights and interests in partnerships, limited partnerships, limited liability companies and other unincorporated entities, corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Hedging Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts Receivable.

        “Intellectual Property” shall mean all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

        “Inventory” shall mean all goods of any Grantor, whether now owned or hereafter acquired, held for sale or lease, or furnished or to be furnished by any Grantor under contracts of service, or consumed in any Grantor’s business, including raw materials, intermediates, work in process, packaging materials, finished goods, semi-finished inventory, scrap inventory, manufacturing supplies and spare parts, and all such goods that have been returned to or repossessed by or on behalf of any Grantor.

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        “Investment Property” shall mean all Securities (whether certificated or uncertificated), Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts of any Grantor, whether now owned or hereafter acquired by any Grantor.

        “License” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense to which any Grantor is a party, including those listed on Schedule III (other than those license agreements in existence on the date hereof and listed on Schedule III and those license agreements entered into after the date hereof, which by their terms prohibit assignment or a grant of a security interest by such Grantor as licensee thereunder).

        “Obligations” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

        “Other Obligations” shall mean all Obligations that are not Term Loan Obligations.

        “Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or which any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

        “Patents” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States, including registrations, recordings and pending applications in the United States Patent and Trademark Office, including those listed on Schedule IV, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

        “Perfection Certificate” shall mean a certificate substantially in the form of Annex 3 hereto, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by a Financial Officer and the chief legal officer of CCSC.

        “Principal Property” shall mean any property which would be considered a “Principal Property” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Public Debt.

        “Proceeds” shall mean any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property which constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages

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or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any License and (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

        “Receivable Assets” shall have the meaning assigned thereto in the Receivables Contribution and Sale Agreement dated as of January 26, 2001 among CCSC, Constar, Inc., Risdon-AMS (USA), Inc., Zeller Plastik, Inc. and Crown Cork & Seal Canada Inc., as the Sellers, Crown Cork & Seal Receivables (DE) Corporation, as the Buyer, and CCSC, as the Buyer’s Initial Servicer, as such agreement may be amended, restated, supplemented or otherwise modified from time to time, or the meaning for any term that corresponds to such term that is contained in any agreement corresponding to such Receivables Contribution and Sale Agreement and entered into pursuant to any Permitted Receivables Financing.

        “Restricted Collateral” shall mean the collective reference to all Principal Properties and Restricted Securities.

        “Restricted Secured Indebtedness” shall mean, at any time, the portion of the Obligations constituting Exempted Indebtedness that is equal to the maximum aggregate amount of Exempted Indebtedness that may be secured at such time without causing any Public Debt to be required to be equally and ratably secured. Such portion shall be allocated at such time among the Obligations constituting Exempted Indebtedness as follows: first, such portion shall be allocated to the Term Loan Obligations constituting Exempted Indebtedness and, second, to the extent of any excess, ratably among all Other Obligations constituting Exempted Indebtedness.

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

        “Restricted Subsidiary” means any Subsidiary of CCSC which would be considered a “Restricted Subsidiary” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Public Debt.

        “Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) the Issuing Bank, (e) each counterparty to a Hedging Agreement existing on the date hereof that was a Lender or an Affiliate of a Lender on the date hereof or otherwise entered into with CCSC or any of its Subsidiaries if such counterparty was a Lender or an Affiliate of a Lender at the time the Hedging Agreement was entered into, (f) each Lender or Affiliate of a Lender to whom obligations in respect of overdrafts and related liabilities and obligations arising from treasury, depository and cash management services are owed by CCSC or any of its Subsidiaries if such obligations were in existence on the date hereof or if the obligee on such obligations was a Lender or an Affiliate of a Lender at the time such obligation arose, (g) the

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beneficiaries of each indemnification obligation undertaken by any Grantor under any Loan Document and (h) the successors and assigns of each of the foregoing.

        “Securities” shall mean any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer which (a) are represented by a certificate representing a security in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer, (b) are one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations and (c)(i) are, or are of a type, dealt with or trade on securities exchanges or securities markets or (ii) are a medium for investment and by their terms expressly provide that they are a security governed by Article 8 of the Uniform Commercial Code.

        “Securities Account” shall mean an account to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise rights that comprise the Financial Asset.

        “Security Entitlements” shall mean the rights and property interests of an Entitlement Holder with respect to a Financial Asset.

        “Security Interest” shall have the meaning assigned to such term in Section 2.01.

        “Securities Intermediary” shall mean (a) a clearing corporation or (b) a Person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

        “Term Loan Obligations” shall mean the portion of the Obligations in respect of the principal of and interest on the Term Loans.

        “Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or which any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

        “Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any State of the United States, and all extensions or renewals thereof, including those listed on Schedule V, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

        “Unrestricted Collateral” shall mean all Collateral other than Restricted Collateral.

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        SECTION 1.03. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement.

ARTICLE II

Security Interest

        SECTION 2.01. Security Interest. (a)  As security for the payment or performance, as the case may be, in full of the Term Loan Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent for the ratable benefit of the Secured Parties that are Term Lenders, and hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties that are Term Lenders, a first priority security interest in, all of such Grantor’s right, title and interest in, to and under the Collateral. In addition, as security for the payment or performance, as the case may be, in full of the Other Obligations, each Grantor hereby bargains, sells, conveys, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties, a second priority security interest in, all of such Grantor’s right, title and interest in, to and under the Collateral; provided that the Liens granted pursuant to this sentence shall be subject and subordinate to the Liens granted to secure the Term Loan Obligations pursuant to the immediately preceding sentence. Notwithstanding the foregoing, (i) subject to clause (iv) below, all the Collateral shall ratably secure all the Obligations subject to their respective priorities (other than Obligations constituting Exempted Indebtedness), (ii) subject to clause (iv) below, all the Unrestricted Collateral shall also ratably secure the Obligations that constitute Exempted Indebtedness, (iii) subject to clause (iv) below, all the Restricted Collateral shall also secure the Restricted Secured Indebtedness and (iv) the foregoing clauses shall not be construed to affect the priority of the Liens granted hereunder securing Term Loan Obligations over the Liens granted hereunder to secure Other Obligations, to the extent such Obligations are secured by the same Collateral after giving effect to the foregoing clauses. The Liens granted hereunder to secure the Term Loan Obligations and the Other Obligations are collectively referred to herein as the “Security Interest”.

        (b) Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including fixture filings), continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

        SECTION 2.02. No Assumption of Liability. The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

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ARTICLE III

Representations and Warranties

        The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:

        SECTION 3.01. Title and Authority. Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

        SECTION 3.02. Filings. (a) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein is correct and complete. Fully executed Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been delivered to the Collateral Agent for filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate, which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties as provided in Section 2.01) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and, subject to changes under applicable law after the date hereof, no further or subsequent filing, refiling, recording, prerecording, registration or preregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

        (b) Each Grantor represents and warrants that fully executed security agreements in the form hereof and containing a description of all Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and with respect to United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties as provided in Section 2.01) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, prerecording, registration or preregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents,

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Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

        SECTION 3.03. Validity of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all the Collateral securing the payment and performance of the Obligations (subject to the priorities and limitations set forth in Section 2.01), (b) subject to the filings described in Section 3.02 above, a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (c) a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than Liens expressly permitted to be prior to the Security Interest pursuant to Section 6.02 of the Credit Agreement or otherwise having priority under applicable law.

        SECTION 3.04. Absence of Other Liens. The Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement. The Grantors have not filed or consented to the filing of (a) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral, (b) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (c) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement.

ARTICLE IV

Covenants

        SECTION 4.01. Change of Name; Location of Collateral; Records; Place of Business.  (a)  Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent

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if any material portion of the Collateral owned or held by such Grantor is damaged or de stroyed.

        (b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.

        SECTION 4.02. Protection of Security. Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

        SECTION 4.03. Further Assurances. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately pledged and delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent.

        Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule II, III, IV or V hereto or adding additional schedules hereto to specifically identify any asset or item that may constitute Copyrights, Licenses, Patents or Trademarks; provided, however, that any Grantor shall have the right, exercisable within 30 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its commercially reasonable efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days after the date it has been notified by the Collateral Agent of the specific identification of such Collateral.

        SECTION 4.04. Inspection and Verification. The Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right, at the Grantors’ own cost and expense, to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantors’ affairs with the officers of the Grantors and

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their independent accountants and to verify under reasonable procedures, in accordance with Section 5.07 of the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including, in the case of Accounts or Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Collateral for the purpose of making such a verification. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

        SECTION 4.05. Taxes; Encumbrances. At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.05 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

        SECTION 4.06. Assignment of Security Interest. If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

        SECTION 4.07. Continuing Obligations of the Grantors. Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

        SECTION 4.08. Use and Disposition of Collateral. None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral, except as expressly permitted by Section 6.02 of the Credit Agreement. None of the Grantors shall make or permit to be made any transfer of the Collateral and each Grantor shall remain at all times in posses sion of the Collateral owned by it, except that (a) Inventory may be sold in the ordinary course of business and (b) unless and until the Collateral Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Collateral in any lawful manner not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document.

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        SECTION 4.09. Limitation on Modification of Accounts.  None of the Grantors will, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any of the Accounts Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged.

        SECTION 4.10. Insurance. The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment in accordance with Section 5.04 of the Credit Agreement, and such insurance shall (a) provide that no cancelation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (b) name the Collateral Agent as insured party on liability policies and loss payee on property policies, (c) if reasonably requested by the Collateral Agent, include a breach of warranty clause and (d) be reasonably satisfactory in all other respects to the Collateral Agent. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this Section 4.10, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby. So long as no Event of Default has occurred and is continuing, all actions to be taken with respect to the making, settling and adjusting of claims under insurance policies may be taken by the Grantors without any requirement of participation or consent from the Collateral Agent and all proceeds received from any insurance with respect to any claim may be paid directly to the applicable Grantor to be applied in accordance with the provisions of the Credit Agreement.

        SECTION 4.11. Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent which is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, and agrees that it shall continue to mark any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.

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        (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

        (c) Each Grantor (either itself or through licensees) will, for each work covered by a material Copyright, continue to attach or display on such work appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.

        (d) Each Grantor shall notify the Collateral Agent as soon as practicable if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same.

        (e) In no event shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, unless it promptly thereafter informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable.

        (f) Each Grantor will take all necessary steps that are consistent with its good business judgment and the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties.

        (g) In the event that any Grantor has reason to believe that any Collateral consisting of a Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or

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diluted by a third party, and such infringement, misappropriation or dilution is expected to have a material adverse effect on such Grantor’s business, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Collateral.

        (h) Upon and during the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

ARTICLE V

Remedies

        SECTION 5.01. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

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        The Collateral Agent shall give a Grantor 10 days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of such Grantor’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9.504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

        SECTION 5.02. Application of Proceeds. At such intervals as may be agreed upon by CCSC and the Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s election, the Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any

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Collateral Account, in payment of the Obligations in the order specified in the Collateral Sharing Agreement.

        SECTION 5.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; providedthat any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

ARTICLE VI

Miscellaneous

        SECTION 6.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it at its address or telecopy number set forth on Schedule I, with a copy to CCSC.

        SECTION 6.02. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest and all obligations of the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

        SECTION 6.03. Survival of Agreement. All covenants, agreements, representations and warranties made by any Grantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank, and the execution and delivery to the Lenders of any notes evidencing such Loans, regardless of any

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investigation made by the Lenders or on their behalf, and shall continue in full force and effect until this Agreement shall terminate.

        SECTION 6.04. Binding Effect; Several Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

        SECTION 6.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

        SECTION 6.06. Collateral Sharing Agreement. By becoming a party to this Agreement, each Grantor agrees to be bound by the terms of the Collateral Sharing Agreement and, without limiting the generality of the foregoing, expressly agrees that all obligations and liabilities of a Grantor thereunder apply to such Grantor with the same force and effect as if such Grantor were a signatory thereto.

        SECTION 6.07. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

        SECTION 6.08. Waivers; Amendment. (a) No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Grantor in any case shall entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.

        (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the

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Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.08 of the Credit Agreement.

        SECTION 6.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.09.

        SECTION 6.10. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed among the parties that this Agreement shall create separate security interests in the Collateral securing the Term Loan Obligations and the Other Obligations, respectively, as provided in Section 2.01, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the Security Interest securing any other Obligations hereunder.

        SECTION 6.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract and shall become effective as provided in Section 6.04. Delivery of an executed signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

        SECTION 6.12. Headings. Article and Section headings used herein are for the purpose of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

        SECTION 6.13. Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any

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such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Grantor or its properties in the courts of any jurisdiction.

        (b) Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

        (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

        SECTION 6.14. Termination. (a) This Agreement and the Security Interest shall terminate when all the Obligations described in clause (a) of the definition thereof have been indefeasibly paid in full, the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further commitment to issue Letters of Credit under the Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all Uniform Commercial Code termination statements and similar documents which the Grantors shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 6.14(a) shall be without recourse to or warranty by the Collateral Agent. A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Guarantor shall be automatically released in the event that all the Equity Interests of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrowers in accordance with the terms of the Credit Agreement; provided that the Required Lenders shall have consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

        (b) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any Person that is not a Grantor, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.08 of the Credit Agreement, that security interest in such Collateral shall be automatically released. In connection with such release, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.14(b) shall be without recourse to or warranty by the Collateral Agent.

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        SECTION 6.15. Additional Grantors. Pursuant to Section 5.11 of the Credit Agreement, each Domestic Subsidiary of CCSC that was not in existence or not a Domestic Subsidiary on the date of the Credit Agreement is required to enter into this Agreement as a Grantor upon becoming a Domestic Subsidiary if such Subsidiary owns or possesses property of a type that would be considered Collateral hereunder. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Annex 1 hereto, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

        SECTION 6.16. Intercreditor Agreement. To the extent they concern any Collateral which comprises Accounts Receivable, the rights, remedies and entitlements of the Collateral Agent hereunder shall be subject to, and may only be exercised or enforced in accordance with, the terms of the Intercreditor Agreement.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CROWN CORK & SEAL COMPANY, INC.,
by	/s/ Michael B. BurnsName: Michael B. Burns Title: Authorized Signatory

EACH OF THE DOMESTIC SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
by	/s/ Michael B. BurnsName: Michael B. Burns Title: Authorized Signatory

THE CHASE MANHATTAN BANK, as Collateral Agent,
by	/s/ Thomas H. KozlarkName: Thomas H. Kozlark Title: Authorized Signatory

EX-4

EXHIBIT 4.p

     U.S. GUARANTEE AGREEMENT dated as of March 2, 2001, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), and THE CHASE MANHATTAN BANK, a New York banking corporation (“Chase”), as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

        Reference is made to the Credit Agreement dated as of February 4, 1997, as amended and restated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CCSC, certain subsidiaries of CCSC which are borrowers thereunder (together with CCSC, the “Borrowers”) the lenders from time to time party thereto (the “Lenders”), and Chase, as administrative agent for the Lenders. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

        The Lenders have agreed to make Loans to the Borrowers, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrowers, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Guarantors is a direct or indirect wholly owned Subsidiary of a Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of a Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Agreement.

        Accordingly, the parties hereto agree as follows:

        SECTION 1. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, (a) the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Secured Parties under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to the Credit Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all monies, obligations and other liabilities of CCSC or any of its Subsidiaries under each Hedging Agreement existing on the date hereof with any counterparty that was a Lender or an Affiliate of a Lender on the date hereof and each Hedging Agreement entered into with a counterparty that was a Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was entered into and (d) the due and punctual payment and performance of all monies, obligations and other liabilities in respect of overdrafts and related liabilities and obligations arising from treasury, depository and cash management services which are in existence on the date hereof

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owed by CCSC or any of its Subsidiaries to any entity that was a Lender or an Affiliate of a Lender on the date hereof and all such obligations owed by CCSC or any of its Subsidiaries to any entity that was a Lender or an Affiliate of a Lender at the time such obligation arose (all the monetary and other obligations referred to in the preceding clauses (a) through (d) being collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation.

        SECTION 2. Obligations Not Waived. To the fullest extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and protest to the Loan Parties of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (a) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against the Loan Parties under the provisions of the Credit Agreement, any other Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement, any other Loan Document, any Guarantee or any other agreement, including with respect to any other Guarantor under this Agreement, or (c) the failure to perfect any security interest in or lien on, or the release of, any of the security held by or on behalf of the Collateral Agent or any other Secured Party.

        SECTION 3. Security. Each of the Guarantors authorizes the Collateral Agent and each of the other Secured Parties to (a) take and hold security for the payment of this Guarantee and the Obligations and exchange, enforce, waive and release any such security, (b) apply such security and direct the order or manner of sale thereof as they in their sole discretion may determine and (c) release or substitute any one or more endorsees, other guarantors of other obligors.

        SECTION 4. Guarantee of Payment. Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of any Borrower or any other Person.

        SECTION 5. No Discharge or Diminishment of Guarantee. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).

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        SECTION 6. Defenses of Borrowers Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the final and indefeasible payment in full in cash of the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Loan Party or any other Guarantor or guarantor, as the case may be, or any security.

        SECTION 7. Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Collateral Agent or any Secured Party as provided above, all rights of such Guarantor against any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of any Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

        SECTION 8. Information. Each of the Guarantors assumes all responsibility for being and keeping itself informed of each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise any of the Guarantors of information known to it or any of them regarding such circumstances or risks.

        SECTION 9. Representations and Warranties. Each of the Guarantors represents and warrants as to itself that all representations and warranties relating to it contained in the Credit Agreement are true and correct.

        SECTION 10. Termination. The Guarantees made hereunder (a) shall terminate when all the Obligations have been paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement and (b) shall continue to be effective or be reinstated, as the case may be, if

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at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of any Borrower, any Guarantor or otherwise. In connection with the foregoing, the Collateral Agent shall execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense, any documents or instruments which such Guarantor shall reasonably request from time to time to evidence such termination and release.

        SECTION 11. Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Guarantor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the Equity Interests of a Guarantor are sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.05 of the Credit Agreement that results in such Guarantor ceasing to be a Subsidiary, or upon the effectiveness of any written consent pursuant to Section 10.08 of the Credit Agreement to the release of the guarantee granted by such Guarantor hereby, such Guarantor shall be released from its obligations under this Agreement without further action. In connection with such release, the Collateral Agent shall execute and deliver to such Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 11 shall be without recourse to or warranty by the Collateral Agent. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

        SECTION 12. Waivers; Amendment. (a)  No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in similar or other circumstances.

        (b)  Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantors with respect to which such waiver, amendment or modification relates and the Collateral Agent, with the prior written consent of the Required Lenders (except as otherwise provided in the Credit Agreement).

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        SECTION 13. Governing Law. THIS AGREEMENT SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK.

        SECTION 14. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to each Guarantor shall be given to it at its address set forth in Schedule I.

        SECTION 15. Survival of Agreement; Severability. (a)  All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated.

        (b)  In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

        SECTION 16. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract (subject to Section 11), and shall become effective as provided in Section 11. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement. It is understood and agreed among the parties that this Agreement shall create separate guarantees in favor of each of the Term Lenders and the Revolving Lenders, and that any determination by any court with jurisdiction that the guarantee in favor of either group of Lenders is invalid for any reason shall not in and of itself invalidate the guarantee with respect to any other beneficiary hereunder.

        SECTION 17. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement.

        SECTION 18. Jurisdiction; Consent to Service of Process. (a)  Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or

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proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Guarantor or its properties in the courts of any jurisdiction.

        (b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

        (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

        SECTION 19. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

        SECTION 20. Additional Guarantors. Pursuant to Section 5.11 of the Credit Agreement, each Domestic Subsidiary that was not in existence on the date of the Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming a Domestic Subsidiary. Upon execution and delivery after the date hereof by the Collateral Agent and such a Domestic Subsidiary of an instrument in the form of Annex 1, such Domestic Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

        SECTION 21. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Secured Party to or for the credit or the account of any Guarantor against any or all the obligations of such Guarantor now or hereafter existing under this Agreement and the other Loan Documents held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmeasured. The rights of each Secured

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Party under this Section 21 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
by	/s/ Michael B. BurnsName: Michael B. Burns Title:   Authorized Officer

THE CHASE MANHATTAN BANK, as Collateral Agent,
by	/s/ Thomas H. KozlarkName: Thomas H. Kozlark Title: Authorized Signatory

EX-4

EXHIBIT 4.q

                INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of March 2, 2001, among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), each of the other Subsidiary Borrowers (as defined in the Credit Agreement referred to below; the Subsidiary Borrowers and CCSC being collectively called the “Borrowers”), each Domestic Subsidiary of CCSC listed on Schedule I hereto (the “Guarantors”) and THE CHASE MANHATTAN BANK (“Chase”), as administrative agent (in such capacity, the “Administrative Agent”).

        Reference is made to (a) the Credit Agreement dated as of February 4, 1997, as amended and restated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CCSC, the other Borrowers, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent and (b) the U.S. Guarantee Agreement dated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among the Guarantors and Chase, as collateral agent.

        The Lenders have agreed to make Loans to the Borrowers, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrowers, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. The Guarantors have guaranteed such Loans and the other Obligations (as defined in the Guarantee Agreement) pursuant to the Guarantee Agreement; the Guarantors also have granted Liens on and security interests in certain of their assets to secure the Obligations. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Borrowers and the Guarantors of an agreement in the form hereof.

        Accordingly, the Borrowers, each Guarantor and the Administrative Agent agree as follows:

        SECTION 1. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3), each Borrower agrees that (a) in the event a payment shall be made by any Guarantor under the Guarantee Agreement on account of any Obligation of such Borrower, such Borrower and CCSC shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Secured Party on account of any Obligation of such Borrower,

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such Borrower and CCSC shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

        SECTION 2. Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 3) that, in the event a payment shall be made by any other Guarantor under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy a claim described in Section 1 of any Secured Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the applicable Borrower or CCSC as provided in Sec tion 1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 2 shall be subrogated to the rights of such Claiming Guarantor under Section 1 to the extent of such payment.

        SECTION 3. Subordination. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 1 and 2 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of CCSC, any Borrower or any Guarantor to make the payments required by Sections 1 and 2 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

        SECTION 4. Termination. This Agreement shall survive and be in full force and effect so long as any Obligation is outstanding and has not been indefeasibly paid in full in cash, and so long as the LC Exposure has not been reduced to zero or any of the commit ments to make Loans or issue Letters of Credit under the Credit Agreement have not been terminated, and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Creditor or any Guarantor upon the bankruptcy or reorganization of any Borrower, any Guarantor or otherwise.

        SECTION 5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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        SECTION 6. Waivers; Amendment. (a) No failure or delay on the part of the Administrative Agent or any Guarantor in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power by the Administrative Agent or any Guarantor preclude any other or further exercise thereof or the exercise of any other right or power. The remedies of the Administrative Agent and the Guarantors hereunder are cumulative and are not exclusive of any other rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or consent to any departure therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

        (b)  Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into among the Borrowers, the Administrative Agent and the Guarantor with respect to which such waiver, amendment or modification is to apply, subject to any consents required in accordance with Section 10.08 of the Credit Agreement.

        SECTION 7. Notices. All communications and notices hereunder shall be in writing and given as provided in the Guarantee Agreement and addressed as specified therein.

        SECTION 8. Successors and Assigns; Binding Agreement; Assignments; Several Agreement. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties hereto that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. This Agreement shall become effective as to the Borrowers or any Guarantor when a counterpart hereof executed on behalf of any such party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon the Borrowers, such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Borrowers, such Guarantor, the Administrative Agent and the Secured Parties, and their respective successors and assigns, except that no Borrower nor any Guarantor shall have the right to assign its rights or obligations here under (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. Notwithstanding the foregoing, at the time any Guarantor is released from its obligations under the Guarantee Agreement and any Security Documents to which it is a party in accordance with the Loan Documents, such Guarantor will cease to have any rights or obligations under this Agreement. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented,

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waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

        SECTION 9. Survival of Agreement; Severability. (a)  All covenants and agreements made by the Borrowers and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Documents shall be considered to have been relied upon by the Administrative Agent, the Secured Parties and each Guarantor and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank, and shall continue in full force and effect until this Agreement shall terminate.

        (b) Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

        SECTION 10. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by telecopy shall be as effective as delivery of a manually signed counterpart of this Agreement.

        SECTION 11. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting this Agreement.

        SECTION 12. Additional Guarantors. Pursuant to Section 5.11 of the Credit Agreement, each Domestic Subsidiary of CCSC that was not in existence or not such a Domestic Subsidiary on the date of the Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming such a Domestic Subsidiary. Upon execution and delivery by the Administrative Agent and a Domestic Subsidiary of an instrument in the form of Annex 1 hereto, such Domestic Subsidiary shall become a Guarantor here under with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first appearing above.

CROWN CORK & SEAL COMPANY, INC.,
by	/s/ A.W. RutherfordName: A.W. Rutherford Title: Authorized Signatory

SUBSIDIARY BORROWERS,
by	/s/ A.W. RutherfordName: A.W. Rutherford Title: Authorized Signatory

EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
by	/s/ Michael B. BurnsName: Michael B. Burns Title: Authorized Signatory

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THE CHASE MANHATTAN BANK, as Administrative Agent,
by	/s/ Thomas H. KozlarkName: Thomas H. Kozlark Title: Authorized Signatory

EX-4

EXHIBIT 4.r

               COLLATERAL SHARING AGREEMENT, dated as of March 2, 2001, among CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”), the Subsidiaries of CCSC referred to in Section 5.13 hereof (collectively with CCSC, the “Grantors”) and THE CHASE MANHATTAN BANK (“Chase”), as collateral agent.

W I T N E S S E T H :

        WHEREAS, in order to induce the Lenders parties thereto to enter into the Credit Agreement dated as of February 4, 1997, as amended and restated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among CCSC, certain Subsidiaries of CCSC which are borrowers thereunder, the lenders from time to time party thereto and Chase, as administrative agent, CCSC and certain of its Subsidiaries have entered into the Guarantee Agreements, the Pledge Agreements and the Security Agreements;

        WHEREAS, the Obligations are secured by Liens on the Collateral described in the Security Documents;

        NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit to the Borrowers thereunder, each Grantor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

ARTICLE I

Defined Terms

        SECTION 1.01. Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement or, if not defined therein, the U.S. Security Agreement and used herein shall have the meanings given to them in the Credit Agreement or the U.S. Security Agreement.

        (b) The following terms shall have the respective meanings set forth below:

     “Agreement” shall mean this Collateral Sharing Agreement as the same may from time to time be amended, supplemented or otherwise modified.

     “Collateral” shall mean all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

     “Collateral Account” shall have the meaning assigned in Section 3.01.

     “Collateral Agent” shall mean Chase, in its capacity as collateral agent under the Security Documents and this Agreement, Chase Manhattan

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International Limited, in its capacity as security trustee or similar position under the Foreign Security Documents, and any successor collateral agent appointed hereunder.

     “Collateral Agent Fees” shall mean all fees, costs and expenses of the Collateral Agent of the types described in Sections 4.02, 4.03, 4.04 and 4.05.

     “Collateral Estate” shall have the meaning assigned in Section 2.01(c).

     “Distribution Date” shall mean each date fixed by the Collateral Agent in its sole discretion for a distribution to the Secured Parties of funds held in the Collateral Account.

     “Exchange Rate” shall mean, at any date of determination thereof with respect to any currency, the spot rate of exchange for the conversion of such currency into dollars determined by reference to such rate publishing service as is customarily utilized by the Collateral Agent for such purpose; provided that, to the extent that “Exchange Rate” is used herein to refer to an actual exchange by the Collateral Agent of one currency for another, “Exchange Rate” shall be deemed to refer to the rate at which such exchange actually occurs so long as such exchange is effected under customary market conditions. Any such determination of the Exchange Rate shall be conclusive absent manifest error.

     “Exempted Indebtedness” shall mean any Indebtedness or other obligation which would be considered “Exempted Indebtedness” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Public Debt.

     “Obligations” shall have the meaning assigned in the respective Security Documents.

     “Opinion of Counsel” shall mean an opinion in writing signed by legal counsel satisfactory to the Collateral Agent, who may be counsel regularly retained by the Collateral Agent.

     “Other Obligations” shall mean all Obligations that are not Term Loan Obligations.

     “Permitted Investments” shall mean:

     (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

     (ii) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

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     (iii) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

     (iv) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above; and

     (v) in the case of any Foreign Subsidiary, (A) marketable direct obligations issued by, or unconditionally guaranteed by, the sovereign nation in which such Foreign Subsidiary is organized and is conducting business or issued by any agency of such sovereign nation and backed by the full faith and credit of such sovereign nation, in each case maturing within one year from the date of acquisition, so long as the indebtedness of such sovereign nation is rated at least A by S&P or A2 by Moody’s or carries an equivalent rating from a comparable foreign rating agency or (B) investments of the type and maturity described in clauses (ii) through (iv) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies.

     “Pledgor” shall have the meaning set forth in the U.S. Pledge Agreement and shall refer to the corresponding entities in the other Pledge Agreements.

     “Principal Property” shall mean any property which would be considered a “Principal Property” under (and as defined in) any indenture, agreement or instrument governing or evidencing any Public Debt, provided, that notwithstanding such definition, in no event shall the Board of Directors of CCSC have any obligation to determine that any particular manufacturing or processing plant or warehouse or portion thereof is not of material importance to the business conducted by CCSC and its Subsidiaries as an entirety.

     “Proceeds” shall mean all “proceeds” as such term is defined in Section 9- 306(1) of the Uniform Commercial Code in effect in the State of New York on the date hereof.

     “Restricted Collateral” shall mean the collective reference to all Principal Properties and Restricted Securities.

     “Restricted Collateral Obligations” shall mean, at any time, the Restricted Secured Indebtedness at such time and the Obligations that are not Exempted Indebtedness at such time.

     “Restricted Secured Indebtedness” shall mean, at any time, the portion of the Obligations constituting Exempted Indebtedness that is equal to the maximum aggregate amount of Exempted Indebtedness that may be secured at such time

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without causing the Public Debt to be required to be equally and ratably secured. Such portion shall be allocated at such time among the Obligations constituting Exempted Indebtedness as follows: first, such portion shall be allocated to the Term Loan Obligations constituting Exempted Indebtedness and, second, to the extent of any excess, ratably among all Other Obligations constituting Exempted Indebtedness.

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

     “Term Loan Obligations” shall mean the portion of the Obligations in respect of the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Term Loans.

     “Unrestricted Collateral” shall mean all Collateral other than Restricted Collateral.

        (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

        (d) The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement.

ARTICLE II

Authority of Collateral Agent

        SECTION 2.01. General Authority of the Collateral Agent over the Collateral. (a) Each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact for the purpose of taking any action and executing any and all documents and instruments that the Collateral Agent may deem necessary or desirable to carry out the terms of this Agreement and the Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents.

        (b) By acceptance of the benefits of this Agreement and the Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Security Documents against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Security Document against any Grantor

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or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Security Documents.

        (c) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, for the enforcement of the payment of all Obligations (subject to the limitations and priorities set forth herein and in the respective Security Documents, including with respect to Restricted Collateral) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Security Documents.

        SECTION 2.02. Right to Initiate Judicial Proceedings. The Collateral Agent (a) shall have the right and power to institute and maintain such suits and proceedings as it may deem appropriate to protect and enforce the rights vested in it by this Agreement and each Security Document and (b) may, either after entry, or without entry, proceed by suit or suits at law or in equity to enforce such rights and to foreclose upon the Collateral and to sell all or, from time to time, any of the Collateral under the judgment or decree of a court of competent jurisdiction.

        SECTION 2.03. Right to Appoint a Receiver. Upon the filing of a bill in equity or other commencement of judicial proceedings to enforce the rights of the Collateral Agent under this Agreement or any Security Document, the Collateral Agent shall, to the extent permitted by law, with notice to CCSC but without notice to any other Grantor or any party claiming through the Grantors, without regard to the solvency or insolvency at the time of any Person then liable for the payment of any of the Obligations, without regard to the then value of the Collateral Estate, and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers of the Collateral Estate, or any part thereof, and of the rents, issues, tolls, profits, royalties, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the rents, issues, tolls, profits, royalties, revenues and other income of the property constituting the whole or any part of the Collateral Estate be segregated, sequestered and impounded for the benefit of the Collateral Agent and the Secured Parties, and each Grantor irrevocably consents to the appointments of such receiver or receivers and to the entry of such order; provided that, notwithstanding the appointment of any receiver, the Collateral Agent shall be entitled to retain possession and control of all cash and Permitted Investments held by or deposited with it pursuant to this Agreement or any Security Document.

        SECTION 2.04. Exercise of Powers. All of the powers, remedies and rights of the Collateral Agent as set forth in this Agreement may be exercised by the Collateral Agent in respect of any Security Document as though set forth in full therein and all of the powers, remedies and rights of the Collateral Agent as set forth in any Security Document may be exercised from time to time as herein and therein provided.

        SECTION 2.05. Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Collateral Agent herein or in the Security Documents is intended to be

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exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Security Document or now or hereafter existing at law or in equity or by statute.

        (b) No delay or omission by the Collateral Agent to exercise any right, remedy or power hereunder or under any Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Agreement or any Security Document to the Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Collateral Agent.

        (c) If the Collateral Agent shall have proceeded to enforce any right, remedy or power under this Agreement or any Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then the Grantors, the Collateral Agent and the other Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Collateral Estate and in all other respects, and thereafter all rights, remedies and powers of the Collateral Agent shall continue as though no such proceeding had been taken.

        (d) All rights of action and of asserting claims upon or under this Agreement and the Security Documents may be enforced by the Collateral Agent without the possession of any instrument evidencing any Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Collateral Agent shall be, brought in its name as Collateral Agent and any recovery of judgment shall be held as part of the Collateral Estate.

        SECTION 2.06. Waiver and Estoppel. (a) Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim, or take the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this Section 2.06(a) shall be construed as a waiver of any rights of the Grantors under any applicable federal bankruptcy law or state insolvency law.

        (b) Each Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including without limitation any and all subsequent creditors, vendees, assignees and licensors, waives and releases all rights to demand or to have any marshaling of the Collateral upon any sale, whether made under any power of sale granted herein or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety.

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        (c) Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder or under any Security Document) in connection with this Agreement and the Security Documents and any action taken by the Collateral Agent with respect to the Collateral.

        SECTION 2.07. Limitation on Collateral Agent’s Duty in Respect of Collateral. Beyond its duties as to the custody thereof expressly provided herein or in any Security Document and to account to the Secured Parties and the Grantors for moneys and other property received by it hereunder or under any Security Document, the Collateral Agent shall not have any duty to the Grantors or to the Secured Parties as to any Collateral in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

        SECTION 2.08. Limitation by Law. All rights, remedies and powers provided in this Agreement or any Security Document may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions hereof are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable in whole or in part or not entitled to be recorded, registered or filed under the provisions of any applicable law.

        SECTION 2.09. Rights of Secured Parties in Respect of Obligations. Notwithstanding any other provision of this Agreement or any Security Document, the right of each Secured Party to receive payment of the Obligations held by such Secured Party when due (whether at the stated maturity thereof, by acceleration or otherwise), as expressed in the instruments evidencing or agreements governing such Obligations or to institute suit for the enforcement of such payment on or after such due date (to the extent suit can be brought without impairing the validity of the Collateral Agent’s lien), shall not be impaired or affected without the consent of such Secured Party given in the manner prescribed by the instruments evidencing or agreements governing such Obligations.

ARTICLE III

Collateral Account; Distributions

        SECTION 3.01. The Collateral Account. At such time as the Collateral Agent deems appropriate, there shall be established and, at all times thereafter until this Agreement shall have terminated, there shall be maintained with the Collateral Agent an account which shall be entitled the “Crown Cork Collateral Account” (the “Collateral Account”). All moneys which are received by the Collateral Agent or any agent or nominee of the Collateral Agent in respect of the Collateral, whether in connection with the exercise of the remedies provided in this Agreement or any Security Document, shall be deposited in the Collateral Account and held by the Collateral Agent as part of the Collateral Estate and applied in accordance with the terms of this Agreement. The Collateral Agent shall maintain such sub-accounts and records with respect to the Collateral Account as will permit the segregation and allocation of proceeds of Collateral in accordance with Section 3.04. In the event that, on any day, an amount is received by the Collateral Agent or any agent or nominee of the Collateral Agent in respect of

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Collateral and such amount is denominated in any currency other than dollars, the Collateral Agent shall convert such amount into an amount of dollars based upon the relevant Exchange Rate in effect for such day.

        SECTION 3.02. Control of Collateral Account. All right, title and interest in and to the Collateral Account shall vest in the Collateral Agent, and funds on deposit in the Collateral Account shall constitute part of the Collateral Estate. The Collateral Account shall be subject to the exclusive dominion and control of the Collateral Agent.

        SECTION 3.03. Investment of Funds Deposited in Collateral Account. The Collateral Agent shall invest and reinvest moneys on deposit in the Collateral Account at any time in Permitted Investments. All such investments and the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in the Collateral Account as part of the Collateral Estate. The Collateral Agent shall not be responsible for any diminution in funds resulting from such investments or any liquidation prior to maturity.

        SECTION 3.04. Application of Moneys. (a) The Collateral Agent shall have the right at any time to apply moneys held by it in the Collateral Account to the payment of due and unpaid Collateral Agent Fees.

        (b) All remaining moneys held by the Collateral Agent in the Collateral Account received by the Collateral Agent with respect to the Restricted Collateral shall, to the extent available for distribution (it being understood that the Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 3.04), be distributed (subject to the provisions of Section 3.04(e) and Section 3.05) by the Collateral Agent on each Distribution Date in the following order of priority:

     First: to the Collateral Agent for any unpaid Collateral Agent Fees and then to any Secured Party which has theretofore advanced or paid any Collateral Agent Fees constituting administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date;

     Second: to any Secured Party which has theretofore advanced or paid any Collateral Agent Fees other than such administrative expenses, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date;

     Third: to the Secured Parties that are Term Lenders and hold Term Loan Obligations which constitute Restricted Secured Indebtedness, an amount equal to

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all Term Loan Obligations constituting Restricted Secured Indebtedness then owing to them, whether or not then due and payable, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof on such Distribution Date;

     Fourth: to the Secured Parties holding all other Restricted Collateral Obligations, amounts equal to all other sums which constitute Restricted Collateral Obligations then owing to them, whether or not then due and payable, and, if such moneys shall be insufficient to pay such amounts in full, then ratably to such Secured Parties in proportion to the unpaid amounts thereof on such Distribution Date; and

     Fifth: any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

        (c) All remaining moneys held by the Collateral Agent in the Collateral Account received by the Collateral Agent with respect to the Unrestricted Collateral shall, to the extent available for distribution (it being understood that the Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 3.04), be distributed (subject to the provisions of Section 3.04(e) and Section 3.05) by the Collateral Agent on each Distribution Date in the following order of priority:

     First: to the Collateral Agent for any unpaid Collateral Agent Fees and then to any Secured Party which has theretofore advanced or paid any Collateral Agent Fees constituting administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date;

     Second: to any Secured Party which has theretofore advanced or paid any Collateral Agent Fees other than such administrative expenses, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date;

     Third: to the Secured Parties that are Term Lenders and hold Term Loan Obligations, in an amount equal to all Term Loan Obligations then owing to them, whether or not then due and payable, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof on such Distribution Date;

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     Fourth: to the Secured Parties, amounts equal to all other sums which constitute Other Obligations then owing to them, whether or not then due and payable, and, if such moneys shall be insufficient to pay such amounts in full, then ratably to the Secured Parties in proportion to the unpaid amounts thereof on such Distribution Date; and

     Fifth: any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

        (d) The term “unpaid” as used in clause Third and Fourth of each of Sections 3.04(b) and 3.04(c) refers:

     (i) in the absence of a bankruptcy proceeding with respect to the relevant Grantor(s), to all amounts of the relevant Obligations outstanding as of a Distribution Date, and

     (ii) during the pendency of a bankruptcy proceeding with respect to the relevant Grantor(s), to all amounts allowed by the bankruptcy court in respect of the relevant Obligations as a basis for distribution (including estimated amounts, if any, allowed in respect of contingent claims),

to the extent that prior distributions have not been made in respect thereof.

        (e) Notwithstanding any other provision of any Loan Document, the provisions of Sections 3.04(b) and 3.04(c) shall not be construed to require or allow proceeds of any item of Collateral to be distributed to pay any Obligation that is not secured by a Lien on such Collateral pursuant to the applicable Security Documents. Accordingly, proceeds of Collateral realized under the Foreign Security Documents may be applied only to pay Obligations secured thereby, but otherwise in accordance with this Agreement.

        SECTION 3.05. Collateral Agent’s Calculations. In making the determinations and allocations required by Section 3.04, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent or any Secured Party as to the amounts of unpaid principal and interest and other amounts outstanding with respect to any Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. In addition, for purposes of making the allocations required by Section 3.04 with respect to any amount that is denominated in any currency other than dollars, the Collateral Agent shall, on the applicable Distribution Date, convert such amount into an amount of dollars based upon the relevant Exchange Rate as of a recent date specified by the Collateral Agent in its reasonable discretion. All distributions made by the Collateral Agent pursuant to Section 3.04 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it for distribution to any Lenders.

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ARTICLE IV

Agreements with Collateral Agent

        SECTION 4.01. Information as to Administrative Agent and Other Secured Parties. CCSC shall deliver to the Collateral Agent, on the date hereof, a list setting forth as of a date not more than 30 days prior to the date of such delivery, the aggregate unpaid principal amount of Obligations outstanding.

        SECTION 4.02. Compensation and Expenses. Each Grantor agrees to pay to the Collateral Agent, from time to time upon demand, (a) reasonable compensation (which shall not be limited by any provision of law in regard to compensation of fiduciaries) for its services hereunder and under the Security Documents and for administering the Collateral Estate and (b) all of the reasonable out-of-pocket costs and expenses of the Collateral Agent (including, without limitation, the reasonable fees and disbursements of its counsel, advisors and agents) (i) arising in connection with the preparation, execution, delivery, modification, and termination of this Agreement and each Security Document or the enforcement of any of the provisions hereof or thereof, (ii) incurred or required to be advanced in connection with the administration of the Collateral Estate, the sale or other disposition of Collateral pursuant to any Security Document and the preservation, protection or defense of the Collateral Agent’s rights under this Agreement and the Security Documents and in and to the Collateral and the Collateral Estate or (iii) incurred by the Collateral Agent in connection with the removal of the Collateral Agent pursuant to Section 5.06(a). Such fees, costs and expenses are intended to constitute expenses of administration under any bankruptcy law relating to creditors rights generally. The obligations of each Grantor under this Section 4.02 shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Agent hereunder.

        SECTION 4.03. Stamp and Other Similar Taxes. Each Grantor agrees to indemnify and hold harmless the Collateral Agent, the Administrative Agent and each other Secured Party from any present or future claim for liability for any stamp or any other similar tax, and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement, any Security Document, the Collateral Estate or any Collateral. The obligations of each Grantor under this Section 4.03 shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Agent hereunder.

        SECTION 4.04. Filing Fees, Excise Taxes, Etc. Each Grantor agrees to pay or to reimburse the Collateral Agent for any and all payments made by the Collateral Agent in respect of all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts which may be payable or determined to be payable in respect of the execution and delivery of this Agreement and each Security Document. The obligations of each Grantor under this Section 4.04 shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Agent hereunder.

        SECTION 4.05. Indemnification. Each Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Administrative Agent (and their respective directors, officers, agents and employees) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,

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expenses (including, without limitation, the reasonable fees and expenses of counsel, advisors and agents) or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the Security Documents, unless arising from the gross negligence or willful misconduct of the indemnified party, including for taxes in any jurisdiction in which the Collateral Agent is subject to tax by reason of actions hereunder or under the Security Documents, unless such taxes are imposed on or measured by compensation paid to the Collateral Agent under Section 4.03. In any suit, proceeding or action brought by the Collateral Agent under or with respect to any contract, agreement, interest or obligation constituting part of the Collateral for any sum owing thereunder, or to enforce any provisions thereof, CCSC will save, indemnify and keep the Collateral Agent, the Administrative Agent and the other Secured Parties harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligor or its successors from any Grantor, and all such obligations of each Grantor shall be and remain enforceable against and only against each Grantor and shall not be enforceable against the Collateral Agent, the Administrative Agent or any other Secured Party. The agreements in this Section 4.05 shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Collateral Agent hereunder.

        SECTION 4.06. Collateral Agent’s Lien. Notwithstanding anything to the contrary in this Agreement, as security for the payment of Collateral Agent Fees (a) the Collateral Agent is hereby granted a lien upon all Collateral and (b) the Collateral Agent shall have the right to use and apply any of the funds held by the Collateral Agent in the Collateral Account to cover such Collateral Agent Fees.

        SECTION 4.07. Further Assurances. At any time and from time to time, upon the written request of the Administrative Agent or the Collateral Agent, and at the expense of CCSC, each Grantor will promptly execute and deliver any and all such further instruments and documents and take such further action as is necessary or reasonably requested further to perfect, or to protect the perfection of, the liens and security interests granted under the Security Documents, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction. In addition to the foregoing, at any time and from time to time, upon the written request of the Collateral Agent, and at the expense of CCSC, each Grantor will promptly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent determines is necessary or reasonably requested to obtain the full benefits of this Agreement and the Security Documents and of the rights and powers herein and therein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted by the Security Documents. Each Grantor also hereby authorizes the Collateral Agent to sign and file any such financing or continuation statements without the signature of such Grantor to the extent permitted by applicable law. Notwithstanding the foregoing, in no event shall the Collateral Agent have any obligation to monitor the perfection or continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral.

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ARTICLE V

Miscellaneous

        SECTION 5.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to any Grantor shall be given to it as provided in the relevant Security Agreement, with a copy to CCSC.

        SECTION 5.02. Survival of Agreement. All covenants, agreements, representations and warranties made by any Grantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank, and the execution and delivery to the Lenders of any notes evidencing such Loans, regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect until this Agreement shall terminate.

        SECTION 5.03. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

        SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

        SECTION 5.05. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

        SECTION 5.06. Waivers; Amendment. (a) No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Grantor in any case shall entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.

        (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered

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into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.08 of the Credit Agreement.

        SECTION 5.07. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.07.

        SECTION 5.08. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

        SECTION 5.09. Headings. Article and Section headings used herein are for the purpose of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

        SECTION 5.10. Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Grantor or its properties in the courts of any jurisdiction.

        (b) Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or

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relating to this Agreement or the other Loan Documents in any New York State or Federal court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

        (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

        SECTION 5.11. Termination. (a) Upon receipt by the Collateral Agent from the Administrative Agent of (i) a written direction to cause the liens created by Section 4.06 and by the Security Documents to be released and discharged or (ii) a written notice stating that the Credit Agreement has terminated in accordance with the terms thereof, and payment in full of all Collateral Agent Fees, the security interests created by Section 4.06 and by the Security Documents shall terminate forthwith and all right, title and interest of the Collateral Agent in and to the Collateral shall revert to the Grantors, their successors and assigns.

        (b) Upon the termination of the Collateral Agent’s security interest and the release of the Collateral in accordance with Section 5.11(a), the Collateral Agent will promptly, at the Borrower’s written request and expense, (i) execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence the termination of such security interest or the release of the Collateral and (ii) deliver or cause to be delivered to the Grantors all property of the Grantors then held by the Collateral Agent or any agent thereof.

        (c) This Agreement shall terminate when the security interest granted under the Security Documents has terminated and the Collateral has been released; provided that the provisions of Sections 4.02, 4.03, 4.04 and 4.05 shall not be affected by any such termination.

        (d) The Collateral Agent will, at any time, upon the written instruction of the Administrative Agent, at the sole expense of the relevant Grantor, execute and deliver to the relevant Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created by the Security Documents on the Collateral specified by the Administrative Agent in such instruction. The Administrative Agent may give such instructions at any time, whether or not at any such time any or all of the Obligations are still outstanding.

        SECTION 5.12. Inspection by Regulatory Agencies. The Collateral Agent shall make available, and shall cause each custodian and agent acting on its behalf in connection with this Agreement to make available, all Collateral in such Person’s possession at all times for inspection by any regulatory agency having jurisdiction over a Grantor to the extent required by such regulatory agency in its discretion.

        SECTION 5.13. Agreement to be Bound. Pursuant to Section 8 of the U.S. Pledge Agreement, Section 6.06 of the U.S. Security Agreement and the corresponding provisions of the other Pledge Agreements and Security Agreements, each Subsidiary of the Borrower party to any of such Agreements has agreed to be bound by the terms of this Agreement and, without limiting the generality of the foregoing, has

16

expressly agreed that all obligations and liabilities of a Grantor hereunder apply to such party with the same force and effect as if such party were a signatory hereto.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

CROWN CORK & SEAL COMPANY,
by	/s/ M.B. BurnsName: M.B. Burns Title: Authorized Signatory

THE CHASE MANHATTAN BANK, as Collateral Agent
by	/s/ Thomas H. KozlarkName: Thomas H. Kozlark Title: Authorized Signatory

EX-12

STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Exhibit 12

	Twelve months ended December 31, 2000
Computation of Earnings:
Pretax income/(loss) from continuing operations	($217	)
Adjustments to income:
Add:    Distributed income from less than 50% owned companies	4
Add:    Portion of rent expense representative of interest expense	12
Add:    Interest incurred net of amounts capitalized	393
Add:    Amortization of interest previously capitalized	(1	)
Add:    Amortization of debt issue costs and discount or premium                         on indebtedness	3
Earnings	194
Computation of Fixed Charges:
Interest incurred	$394
Amortization of debt issue costs and discount or premium                         on indebtedness	3
Portion of rental expense representative of interest	12
Preferred stock dividend requirements	3
Fixed Charges	412
Ratio of Earnings to Fixed Charges	.5

EX-21

Crown Cork & Seal Company, Inc.
Exhibit 21 – Subsidiaries of Registrant

Page 1 of 5

NAME	STATE OR COUNTRY OF     INCORPORATION OR        ORGANIZATION
Crown Cork & Seal Company, Inc.	Pennsylvania
Crown Cork & Seal Company (PA) Inc.	Pennsylvania
Crown Consultants, Inc.	Pennsylvania
Nationwide Recyclers	Pennsylvania
CONSTAR, Inc.	Pennsylvania
CONSTAR INTERNATIONAL INC	Delaware
CarnaudMetalbox Investments (USA), Inc.	Delaware
Risdon - AMS (USA), Inc.	Delaware
Zeller Plastik, Inc.	Delaware
Crown Cork & Seal Holdings, Inc.	Delaware
Crown Cork & Seal Technologies Corporation	Delaware
Crown Cork & Seal Company (USA), Inc.	Delaware
Crown Financial Management, Inc.	Delaware
Crown Overseas Investments Corporation	Delaware
Crown Beverage Packaging, Inc.	Delaware
Crown Cork de Puerto Rico, Inc.	Delaware
Crown Cork & Seal Receivables (DE) Corporation	Delaware
Aluplata S.A.	Argentina
Crown Cork de Argentina S.A.	Argentina
Crown Cork & Seal (Barbados) Foreign Sales Corporation	Barbados
Crown Cork Company (Belgium) N.V.	Belgium
Speciality Packaging Belgie NV	Belgium
Crown Brasil Holding Ltd.	Brazil
Crown Cork Embalagens S.A.	Brazil
Crown Cork Tampas Plasticas, S.A.	Brazil
Crown Cork & Seal Canada Inc.	Canada
Risdon – AMS (Canada) Inc.	Canada

Crown Cork & Seal Company, Inc.
Exhibit 21 – Subsidiaries of Registrant

Page 2 of 5

NAME	STATE OR COUNTRY OF     INCORPORATION OR        ORGANIZATION
Crown Cork de Chile, S.A.	Chile
Beijing CarnaudMetalbox Co., Ltd.	China
Beijing Crown Can Co., Ltd.	China
Foshan Crown Can Company, Limited	China
Foshan Crown Easy-Opening Ends Co., Ltd.	China
Huizhou Crown Can Co., Ltd.	China
Shanghai Crown Packaging Co., Ltd.	China
Jiangmen Zeller Plastik, Ltd.	China
Crown Litometal S.A.	Colombia
Crown Colombiana, S.A.	Colombia
Crown Cork CentroAmericana S.A.	Costa Rica
Crown Pakkaus OY	Finland
Astra Plastique	France
CarnaudMetalbox S.A.	France
CarnaudMetalbox Group Services	France
Crown Cork & Seal Finance S.A.	France
Crown Cork Company (France) S.A.	France
Crown Developpement SNC	France
Crown Financial Corporation France S.A.	France
Polyflex S.A.	France
Société de Participations CarnaudMetalbox	France
Société Francasie De Developpement De La Boite Boisson	France
Z. P. France	France
CarnaudMetalbox Deutschland GmbH	Germany
CarnaudMetalbox Nahrungsmitteldosen GmbH	Germany
CarnaudMetalbox Plastik Holding GmbH	Germany
Crown Bender (Germany) GmbH	Germany
Wehrstedt GmbH	Germany
Zeller Plastik GmbH	Germany

Crown Cork & Seal Company, Inc.
Exhibit 21 – Subsidiaries of Registrant

Page 3 of 5

NAME	STATE OR COUNTRY OF     INCORPORATION OR        ORGANIZATION
Züchner Gruss Metallverpackungen GmbH	Germany
Züchner Verpackugen GmbH & Co	Germany
Züchner Verschlüsse GmbH	Germany
Hellas Can Packaging Manufacturers	Greece
CarnaudMetalbox Magyarorszag	Hungary
CONSTAR International Plastics KFT	Hungary
CarnaudMetalbox Ireland Ltd.	Ireland
CarnaudMetalbox Italia SRL	Italy
CMB Italcaps SRL	Italy
Crown Cork Company (Italy) S.P.A	Italy
FABA Sud Spa	Italy
Risdon SRL	Italy
Superbox Aerosols SRL	Italy
Superbox Contenitori per Bevande SRL	Italy
Zeller Plastik Italia SPA	Italy
CarnaudMetalbox Kenya Limited	Kenya
Société Malgache D'Emgallages Metalliques	Madagascar
CarnaudMetalbox Bevcan SDN BHD	Malaysia
Envases Generales Crown, S.A. DE C.V.	Mexico
Carnaud Maroc	Morocco
CMB Plastique Maroc	Morocco
CarnaudMetalbox NV	The Netherlands
CMB Closures Benelux BV	The Netherlands
CMB Promotional Packaging (Netherlands) BV	The Netherlands
CONSTAR International Holland (Plastics) B.V.	The Netherlands
Crown Cork Company (Holland) B.V.	The Netherlands
Crown Cork Mijdrecht B.V.	The Netherlands
Crown Cork Netherlands Holding B.V.	The Netherlands
Speciality Packaging Nederland BV	The Netherlands

Crown Cork & Seal Company, Inc.
Exhibit 21 – Subsidiaries of Registrant

Page 4 of 5

NAME	STATE OR COUNTRY OF     INCORPORATION OR        ORGANIZATION
CarnaudMetalbox Nigeria PLC	Nigeria
Zeller Plastik Philippines, Inc.	Philippines
CarnaudMetalbox Gopak Sp. Zoo	Poland
CarnaudMetalbox Tworzyna Sztuczne SP Z.O.D.	Poland
CarnaudMetalbox de Portugal	Portugal
Crown Cork & Seal de Portugal Embalagens S.A.	Portugal
CarnaudMetalbox Asia Limited	Singapore
CarnaudMetalbox Packaging PTE Limited	Singapore
CarnaudMetalbox Slovakia Spol. S.R.O.	Slovakia
CarnaudMetalbox Food South Africa (Pty) Ltd.	South Africa
Crown Cork de Espana, S.A.	Spain
Envases Metalicos Manlleu S.A.	Spain
Ormis Embalajes Espana S.A.	Spain
Crown Obrist AG	Switzerland
CarnaudMetalbox Tanzania Limited	Tanzania
CarnaudMetalbox (Thailand) PLC	Thailand
CarnaudMetalbox Bevcan Limited	Thailand
Crown Cork & Seal (Thailand) Co., Ltd.	Thailand
CarnaudMetalbox Ambalaj Sanayi	Turkey
CONSTAR Ambalaj Sanayi Ve Ticaret A.S.	Turkey
Emirates Can Company, Ltd. (Dubai, UAE)	United Arab Emirates
CarnaudMetalbox Bevcan PLC	United Kingdom
CarnaudMetalbox Closures PLC	United Kingdom
CarnaudMetalbox Engineering PLC	United Kingdom
CarnaudMetalbox Group UK Limited	United Kingdom
CarnaudMetalbox Overseas Limited	United Kingdom
CarnaudMetalbox PLC	United Kingdom

Crown Cork & Seal Company, Inc.
Exhibit 21 – Subsidiaries of Registrant

Page 5 of 5

NAME	STATE OR COUNTRY OF     INCORPORATION OR        ORGANIZATION
CMB Bottles and Closures	United Kingdom
CONSTAR International U.K., Ltd.	United Kingdom
Crown Cork & Seal Finance PLC	United Kingdom
Crown UK Holdings Ltd.	United Kingdom
Speciality Packaging (UK) PLC	United Kingdom
United Closures & Plastic PLC	United Kingdom
The Crown Cork Company Limited	United Kingdom
Crownway Insurance Company	Vermont
Crown Vinalimex Packaging, Ltd.	Vietnam
CarnaudMetalbox (Saigon) Limited	Vietnam
CarnaudMetalbox (Zimbabwe) Ltd.	Zimbabwe
Crown Cork Company 1958 PVT Ltd.	Zimbabwe

(1) The list includes only consolidated subsidiaries which are directly owned or indirectly owned by the Registrant.

(2) In accordance with Regulation S-K, Item 601(b)(22)(ii), the names of certain subsidiaries have been omitted from the foregoing list. The unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary, as defined in Regulation S-X, Rule 1-02 (w).

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-85907, 33-56965, 333-16869 and 333-04971) and in the Registration Statements on Form S-8 (Nos. 333-67175, 333-67173, 333-25837, 33-39529, 33-50369, 33-52699, 333-76935, 333-57504, 333-57506 and 333-52018) of Crown Cork & Seal Company, Inc of our report dated March 14, 2001 relating to the financial statements, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated March 14, 2001 relating to the financial statement schedules, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Philadelphia, PA
March 30, 2001