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, 2001
[   ]	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
	Common Stock Purchase Rights	New York Stock Exchange
	7 1/8% Notes due 2002	New York Stock Exchange
	Guarantees of 6 3/4% Notes Due 2003	New York Stock Exchange
	Guarantees of 6 3/4% Notes Due 2003	New York Stock Exchange
	Guarantees of 7% Notes due 2006	New York Stock Exchange
	7 3/8% Debentures Due 2026	New York Stock Exchange
	7 1/2% Debentures Due 2096	New York Stock Exchange

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 12, 2002, 125,758,450 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 $993,491,755.

DOCUMENTS INCORPORATED BY REFERENCE

Notice of Annual Meeting and Proxy Statement dated March 22, 2002 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.

2001 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	8
Item 6	Selected Financial Data	9
Item 7	Management's Discussion and Analysis of Financial Condition    and Results of Operations	11
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	25
Item 8	Financial Statements, Supplementary Data and    Financial Statement Schedule	26
Item 9	Disagreements on Accounting and Financial Disclosure	59
	PART III
Item 10	Directors and Executive Officers of the Registrant	60
Item 11	Executive Compensation	60
Item 12	Security Ownership of Certain Beneficial Owners and Management	60
Item 13	Certain Relationships and Related Transactions	60
	PART IV
Item 14	Exhibits, Financial Statement Schedules and Reports on Form 8-K	61
SIGNATURES		66

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 2001 were $7.2 billion with 60% of 2001 net sales derived from operations outside the United States, of which approximately 69% of these non-U.S. revenues were derived from operations in Europe. The Company currently operates 208 plants, along with sales and service facilities in 45 countries and employs approximately 33,000 people.

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 and other products; metal and plastic packaging products for health and beauty care applications including cosmetics and fragrances; metal specialty, promotional and industrial packaging products; a wide variety of metal and plastic caps, crowns, closures, dispensing systems; and canmaking equipment.

The Company has achieved a global presence through past acquisitions 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.

Recent liquidity restrictions have resulted in the Company pursuing certain strategies to meet its short-term and long-term obligations. One of these strategies is the sale of assets. In January, 2002, the Company sold its U.S. fragrance pumps business to Rexam PLC. In February, 2002, the Company sold its 15% shareholding in Crown Nampak (Pty) Limited in South Africa to Nampak Ltd. and agreed to sell certain other interests in Africa to Nampak Ltd. Completion of the sale of the other African interests, which is expected in the second quarter of 2002, is subject to the conclusion of satisfactory due diligence and execution of a definitive agreement. Net proceeds from the completed sales were used to repay a portion of short-term bank debt due in February, 2002. In March 2002, the Company announced its intention to sell its pharmaceutical packaging business in Europe to a company backed by HSBC Private Equity Limited. The contemplated transaction is, among other things, subject to consultation with the relevant workers' representatives, regulatory approval and execution of a definitive agreement.

Information about the Company’s acquisitions, investments and divestitures over the most recent three years appears in Part II within Item 8 of this Report on pages 37 and 38 under Note J 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. Four of these growth opportunities are in the development of shaped beverage cans, the SuperEnd™ for beverage cans, the next generation of easy-open steel food can ends, called EOLE III, and advanced hot-fill technology for PET in juice applications.

The Company was founded in 1892 and is a Pennsylvania Corporation.

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Crown Cork & Seal Company, Inc.

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 6 under “Operating Segments”, in Part II herein on pages 12 through 13 under “Net Sales” and pages 13 and 14 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 54 through 56 under Note X to the consolidated financial statements entitled “Segment Information”, which information is incorporated herein by reference.

DISTRIBUTION

As of December 31, 2001, the Company’s products were manufactured in 61 plants within the United States and 147 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 packaging 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. The Company strives to be 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 requirements along with 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 1999 through 2001, no one customer of the Company accounted for more than ten percent of the Company’s net sales. Each operating segment of the Company has major customers and the loss of one or more of these major customers could have a material adverse effect on an individual segment. Major customers include such companies as Coca-Cola (“Coke”), Pepsi-Cola (“Pepsi”), Cott Beverages, Cadbury Schweppes, Anheuser-Busch, Mars, Nestle, 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 $40 million in 2001, $41 million in 2000 and $52 million in 1999 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 2001 and 2000 was primarily the result of a fifteen-percent decline in headcount from 1999, due primarily to the reorganization of worldwide research and development functions.

MATERIALS

The Company continues to pursue strategies in an effort 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 2001 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 21 and 22 under the caption “Environmental Matters”, which is incorporated herein by reference.

WORKING CAPITAL

During 2000, through several downgrades in credit ratings 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 of working capital was then primarily provided by the Company’s multicurrency revolving credit facility. The credit facility, as amended and restated, matures in 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 18 and 19 under the caption “Liquidity and Capital Resources” and within Item 8 herein on pages 45 and 46 under Note S to the consolidated financial statements, 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, 2001, the Company employed 33,046 people. 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 is a geographically diversified packaging company, with significant operations in North America and Europe.

The Company believes that price, quality, customer service and manufacturing overcapacity are the principal competitive factors affecting its business. 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

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Crown Cork & Seal Company, Inc.

facilities. These actions reflect the Company’s continued commitment to realign the manufacturing facilities within its operating segments with the intent to maintain its competitive position within those markets. The Company believes that its recent restructuring and capital investment programs have established a modern and efficient asset base. The Company continually reviews its operations and frequently evaluates strategic opportunities, such as, acquisitions, divestitures and joint ventures. Further discussion of the Company’s recent restructuring actions and divestitures is contained in Part II hereof within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 15 and 16 under “Provision for Restructuring” and within Item 8 herein on pages 37 and 38 under Note J and on page 40 under Note M to the consolidated financial statements, which 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 2001, consumption of tinplate, aluminum and resin represented 23.1%, 22.6%, and 5.9%, 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. Supplier consolidations and recent government regulations 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 2001, the Company’s Americas segment had net sales of $3.7 billion (approximately 51% of consolidated net sales) and operating income of $69 million. Excluding the provisions for restructuring and asset impairments, Americas operating income in 2001 was $107 million. Approximately 79% 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.

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 2001 decreased from 2000 due primarily to lower selling prices in the North American 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.

Sales for food cans and ends in 2001 decreased from 2000 due primarily to reduced volumes due to soft market conditions in North America and the bankruptcy of a large food can customer 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 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.

Plastic products continue to represent an increasing portion of Americas segment dollar sales. Typically, the Company identifies market opportunities by working cooperatively with

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Crown Cork & Seal Company, Inc.

customers and implementing related commercial 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, 2001, the Company operated 87 plants and employed approximately 11,000 persons in the Americas.

EUROPE

The European segment had net sales of $3.2 billion (45% of consolidated net sales) in 2001 and operating income of $48 million. Excluding the provisions for restructuring and asset impairments, operating income was $266 million. Net sales in the United Kingdom of $834 million and France of $657 million represented approximately 26% 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 2001 from 2000 due to lower sales unit volumes, primarily in France, the United Kingdom and Germany and the pass through of lower raw material costs, partially offset by volume gains in Greece, Central and Eastern Europe and Africa.

At December 31, 2001, the Company operated 104 plants and employed approximately 19,000 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 15 and 16 under “Provision for Restructuring” and within Item 8 of this Report on page 40 under Note M to the Consolidated Financial Statements, which discussion is incorporated herein by reference.

ASIA —PACIFIC

The Asia-Pacific segment had net sales of $321 million (approximately 4% of consolidated net sales in 2001) and operating income, before provision for asset impairments, of $27 million. 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 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 2001, three customers, combined, accounted for approximately 23% of segment net sales.

At December 31, 2001, the Company operated 17 plants and employed approximately 2,300 persons throughout the Asia-Pacific segment.

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Crown Cork & Seal Company, Inc.

ITEM 2. PROPERTIES

As of December 31, 2001, Crown Cork & Seal Company, Inc. and its worldwide-consolidated subsidiaries operated 208 manufacturing facilities. Within the United States there are 61 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	61			61	22
Canada	11			11
Central America	8			8	3
South America	7			7
United Kingdom		20		20	2
France		20		20	9
Other Europe		55		55	12
Africa		6		6	1
Middle East		3		3	1
Asia-Pacific			17	17	11
Worldwide Total	87	104	17	208	61

* Excluded are productive facilities in unconsolidated joint ventures as well as service or support facilities. Also excluded are productive facilities in announced and pending divestitures, including one plant in the U.S., two plants in Europe and five plants in Africa.

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.

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.

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.

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Crown Cork & Seal Company, Inc.

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 many 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. Approximately ninety days after the stock purchase, this U. S. company sold its insulation operations and was later merged into the Company.

Over the past four years, the Company has provided $594 million to increase its accrual for probable and estimable costs related to asbestos. At December 31, 2001, the accrual for asbestos was $347 million. This accrual 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” on pages 14 and 15 and “Environmental Matters” on pages 21 and 22 and within Item 8 of this Report on pages 38 and 39 under Note L 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 60, which table is incorporated herein by reference.

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. During the fourth quarter of 2001, the Company voluntarily withdrew its listing from the Paris Bourse due to consistently low trading volumes. On March 12, 2002, there were 5,507 registered shareholders of the Registrant’s common stock. The market price of the Registrant's common stock at December 31, 2001 is set forth in Item 8 of this Report on page 57 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. 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 page 22 of this Report, which 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)	2001			2000			1999			1998			1997
Summary of Operations
Net sales (1)	$	7,187		$	7,289		$	7,998		$	8,568		$	8,756
Cost of products sold (1)		6,063			5,982			6,326			6,795			6,969
Depreciation and amortization		499			495			522			533			540
Selling and administrative expense		310			314			348			379			414
% to net sales		4.3	%		4.3	%		4.4	%		4.4	%		4.7	%
Provision for asbestos		51			255			163			125
Provision for restructuring		48			52			(7	)		179			67
Provision for asset impairments		215			26
(Gain)/loss on sale of assets		(2	)		1			(18	)					(38	)
Interest expense, net of interest income		437			373			342			363			340
Translation and exchange adjustments		10			8			13			14			7
Income/(loss) before income taxes and
cumulative effect of a change in accounting		(444	)		(217	)		309			180			457
% to net sales		(6.2	)%		(3.0	)%		3.9	%		2.1	%		5.2	%
Provision for income taxes		528			(58	)		105			74			148
Minority interests, net of equity earnings		(4	)		(15	)		(23	)		(1	)		(7	)
Net income/(loss) before cumulative effect of a
change in accounting		(976	)		(174	)		181			105			302
% to net sales		(13.6	)%		(2.4	)%		2.3	%		1.2	%		3.4	%
Cumulative effect of a change in accounting (2)		4												(8	)
Net income/(loss) (3)		(972	)		(174	)		181			105			294
Preferred stock dividends					2			15			17			23
Net income/(loss) available to common
shareholders (3)	($	972	)	($	176	)	$	166		$	88		$	271
Return on average shareholders' equity (4)		(66.7	)%		(7.0	)%		6.2	%		3.2	%		8.3	%
Financial Position at December 31
Working capital	($	84	)	$	652		($	573	)	($	1,542	)	($	902	)
Total assets		9,620			11,159			11,545			12,469			12,306
Total debt (net of cash and cash equivalents)		4,864			4,967			4,837			5,370			4,879
Total debt to total capitalization*		82.9	%		68.3	%		60.3	%		62.3	%		56.1	%
Minority interests		201			195			295			280			283
Shareholders' equity		804			2,109			2,891			2,975			3,529

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Crown Cork & Seal Company, Inc.

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA (Continued)

(in millions, except per share, ratios and   other statistics)	2001			2000			1999		1998		1997
Common Share Data (dollars per share)
Earnings/(loss) per average common share
Basic -   before cumulative effect of a
change in accounting	($	7.77	)	($	1.40	)	$	1.36	$	.71	$	2.17
after cumulative effect of a
change in accounting		(7.74	)									2.11
Diluted - before cumulative effect of a
change in accounting		(7.77	)		(1.40	)		1.36		.71		2.15
after cumulative effect of a
change in accounting		(7.74	)									2.10
Cash dividends					1.00			1.00		1.00		1.00
Market price on December 31		2.54			7.44			22.38		30.81		50.13
Book value (based on year-end
outstanding shares plus assumed
conversion of preference shares)		6.40			16.79			22.46		22.89		25.26
Number of shares outstanding at year-end		125.7			125.6			121.1		122.3		128.4
Average shares outstanding
Basic		125.6			125.7			122.2		124.4		128.4
Diluted		125.6			126.8			129.8		132.9		140.3
Shareholders on record		5,552			5,528			5,254		5,644		5,763
Other Statistics
Capital expenditures	$	168		$	262		$	280	$	487	$	515
Number of employees		33,046			34,618			35,959		38,459		40,985
Actual preferred shares outstanding								8.3		8.4		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 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 $266 in 1999, $268 in 1998 and $261 in 1997. For additional information, see Note B to the consolidated financial statements.

(2) The cumulative effect of a change in accounting resulted from the adoption by the Company of SFAS No. 133 in 2001 and EITF 97-13 in 1997.

(3) Amounts for 2001, 2000, 1999, 1998 and 1997 included after-tax adjustments for restructuring charges, $46 or $.37 per basic and diluted share; $37 or $.29 per basic and diluted share; ($5) or ($.04) per basic and diluted share; $127 or $1.02 per basic share and $.96 per diluted share and $43 or $.33 per basic share and $.31 per diluted share, respectively. Net income/(loss) also included (i) a tax charge of $452 or $3.60 per basic and diluted share in 2001, (ii) after-tax adjustments for asset impairments of $210 or $1.67 per basic and diluted share in 2001 and $19 or $.15 per basic and diluted share in 2000, (iii) after-tax charges for asbestos, $51 or $.41 per basic and diluted share in 2001; $166 or $1.32 per basic and diluted share in 2000; $106 or $.87 per basic and $.82 per diluted share in 1999 and $78 or $.63 per basic share and $.59 per diluted share in 1998, (iv) an after-tax charge for a bad debt provision of $36 or $.28 per basic and diluted share in 2000 and (v) after-tax adjustments for asset sales of $2 or $.02 per basic and diluted share in 2001, ($1) or ($.01) per basic and diluted share in 2000, $10 or $.08 per basic and diluted share in 1999 and $28 or $.22 per basic and $.20 per diluted share in 1997.

(4) Excluding the adjustments for restructuring, asbestos, asset impairments, tax adjustments, the cumulative effect of a change in accounting and other items, the return on average shareholders’ equity in 2001, 2000, 1999, 1998 and 1997 would have been (11.9)%, 3.2%, 9.8%, 9.2% and 10.4%, 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, 2001. 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 2001, 2000 and 1999 were impacted by charges for asbestos, restructuring, asset impairments and deferred tax asset adjustments as summarized below.

For asbestos, pre-tax charges of $51 ($51 after-tax or $.41 per share), $255 ($166 after-tax or $1.32 per share) and $163 ($106 after-tax or $.87 per share) were recorded in 2001, 2000 and 1999, respectively. Further information concerning the provision for asbestos is included in Note L to the consolidated financial statements and under Provision for Asbestos later in this discussion.

For restructuring, pre-tax charges of $48 ($46 after-tax or $.37 per share) and $52 ($37 after-tax or $.29 per share), and a credit of $7 ($5 after-tax or $.04 per share) were recorded in 2001, 2000 and 1999, respectively. Further information concerning the restructuring plans, including an analysis of the restructuring accrual, is included in Note M to the consolidated financial statements and under Provision for Restructuring later in this discussion.

For asset impairments, pre-tax charges of $215 ($210 after-tax or $1.67 per share) and $26 ($19 after-tax or $.15 per share) were recorded in 2001 and 2000, respectively. Further information concerning the asset impairment charges is included in Note N to the consolidated financial statements and under Provision for Asset Impairments later in this discussion.

During 2001, the Company recorded a charge of $452 ($3.60 per share) to fully reserve its pre-2001 U.S. deferred tax assets. Additionally, tax benefits recognized on U.S. losses in the first three quarters of 2001 were reversed in the fourth quarter. Further information concerning this charge is included in Note W to the consolidated financial statements.

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.”

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Crown Cork & Seal Company, Inc.

NET SALES

Net sales and cost of products sold for 1999 have been restated to conform with EITF 00-10, adopted in the fourth quarter of 2000. This reporting standard requires that freight and handling costs be reported as an element of cost of products sold rather than, as previously reported, a reduction of sales.

Net sales during 2001 were $7,187, a decrease of $102 or 1.4% versus 2000 net sales of $7,289. Net sales during 1999 were $7,998. Sales from U.S. operations decreased 2.8% and 8.3% in 2001 and 2000, respectively. Non-U.S. sales decreased .4% and 9.3% in 2001 and 2000, respectively. U.S. sales accounted for 40.3% of consolidated net sales in 2001, 40.9% in 2000 and 40.6% in 1999.

	Net Sales						% Increase/(Decrease)
DIVISION		2001		2000		1999	2001/2000			2000/1999
Americas	$	3,666	$	3,742	$	3,962		(2.0	)		(5.6	)
Europe		3,200		3,239		3,703		(1.2	)		(12.5	)
Asia-Pacific		321		308		333		4.2			(7.5	)
Corporate
	$	7,187	$	7,289	$	7,998		(1.4	)		(8.9	)

The decrease in 2001 Americas Division net sales was due to (i) lower selling prices for beverage cans and (ii) a 4.0% decrease in food can volumes in North America due to generally lower market demand for food cans and the bankruptcy of a large food can customer in 2000; partially offset by (i) a 2.6% increase in beverage can unit volumes and (ii) increased sales unit volumes of PET beverage bottles, custom PET bottles and plastic beverage and specialty closures.

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 protection 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. U.S. sales accounted for 78.6% of division net sales in 2001, 79.7% in 2000 and 82.0% in 1999.

Excluding the unfavorable impact of foreign currency translation of $112, European Division net sales increased $73 or 2.3% in 2001 over 2000. The increase in net sales was primarily due to sales unit volume increases of (i) beverage cans in Spain, (ii) food cans in Greece, Central and Eastern Europe and Africa, (iii) PET preforms and bottles in the U.K. and (iv) health and beauty care packaging and plastic closures across most operations. These volume gains were partially offset by lower sales unit volumes of (i) food cans in France and (ii) beverage cans in the Middle East. Selling prices for beverage and food cans in the U.K. decreased due in part to the strength of sterling versus the euro.

Excluding the unfavorable impact of foreign currency translation of $398, European Division net sales in 2000 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

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Crown Cork & Seal Company, Inc.

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.

The increase in Asia-Pacific Division net sales in 2001 over 2000 was due to increased beverage can unit volume in Southeast Asia and food can and plastic beverage closure volumes throughout the division, partially offset by $14 of unfavorable currency translation.

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 unit volumes.

COST OF PRODUCTS SOLD

Cost of products sold for 2001, excluding depreciation and amortization, was $6,063, an increase of 1.4% from $5,982 in 2000, which was 5.4% lower than 1999. The increase in 2001 was primarily due to increased sales unit volumes across many product lines and unfavorable production variances as the Company reduced inventories as part of its working capital reduction initiative. 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 84.4% in 2001 as compared to 82.1% in 2000 and 79.1% in 1999. The increase as a percentage to sales in 2001 was due to reduced selling prices across many product lines and unfavorable production variances as the Company reduced working capital levels. The increased percentage in 2000 was due to reduced selling prices and the charge against receivables noted above.

SELLING AND ADMINISTRATIVE

Selling and administrative expense for 2001 was $310, a decrease of 1.3% from the 2000 expense of $314, following a decrease of 9.8% from $348 in 1999. The decreases in 2001 and 2000 were due to lower headcount and the impact of currency translation. The decrease in 2000 also included a reduction in net research and development spending.

OPERATING INCOME

The Company views operating income as the principal measure of performance before interest costs and other non-operating expenses. Operating income, after provisions for asbestos, restructuring and asset impairments, was $1, $165 and $646 in 2001, 2000 and 1999, respectively. Operating income, before these provisions, was $315, $498 and $802 in 2001, 2000 and 1999, respectively. As a percentage of net sales, operating income before these provisions was 4.4% in 2001, 6.8% in 2000 and 10.0% in 1999.

An analysis of operating income by division, before provisions for asbestos, restructuring and asset impairments (as described under Introduction earlier in this discussion) follows:

	Operating Income									% Increase/(Decrease)
DIVISION		2001			2000			1999		2001/2000			2000/1999
Americas	$	107		$	214		$	384			(50.0	)		(44.3	)
Europe		266			342			456			(22.2	)		(25.0	)
Asia-Pacific		27			22			31			22.7			(29.0	)
Corporate		(85	)		(80	)		(69	)		(6.3	)		(15.9	)
	$	315		$	498		$	802			(36.7	)		(37.9	)

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Crown Cork & Seal Company, Inc.

Operating income in the Americas Division was 2.9% of net sales in 2001 versus 5.7% in 2000 and 9.7% in 1999. The decrease in 2001 operating income and margin was due to (i) lower selling prices in the North American beverage can market, (ii) reduced U.S. food can sales volumes, (iii) increased pension expense due to lower return on pension plan assets and (iv) unfavorable production variances related to lower production levels as the Company reduced inventories as part of its working capital reduction initiative. The decrease was partially offset by increased sales volumes division-wide of beverage cans, PET bottles and plastic beverage and specialty closures. 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, (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. U.S. pension expense of $19 in 2001 is estimated to be an expense of approximately $54 in 2002, primarily due to the lower value of pension plan assets at December 31, 2001 versus the end of 2000.

European Division operating income was 8.3% of net sales in 2001 versus 10.6% in 2000 and 12.3% in 1999. The decrease in operating income for 2001 was due primarily to cost/price pressures across most operations and lower food can sales unit volumes in France, partially offset by strong volume demand for beverage cans in Spain, health and beauty care packaging throughout the region and, to a lesser extent, PET preforms and bottles in the U.K. Recent cost reduction programs, including announced restructuring actions, have contributed to operating income. Excluding the negative exchange rate effect of $50, the decrease in 2000 operating income and margins was 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 reduced selling prices and operating income in United Kingdom operations. The Company believes that selling price pressure, largely in the United Kingdom due to the strength of the sterling against the euro, will continue in 2002. U.K. pension income is expected to be approximately $30 in 2002 compared to $74 in 2001.

Operating income in the Asia-Pacific Division was 8.4% of net sales in 2001 versus 7.1% in 2000 and 9.3% in 1999. The improvement in 2001 was due to beverage can sales unit volume growth, particularly in Southeast Asia, and higher sales unit volumes of food cans and plastic beverage closures throughout the division. The decrease in 2000 operating income and margins was primarily due to selling price decreases in China and Thailand. The Chinese beverage can market continues to suffer from overcapacity.

PROVISION FOR ASBESTOS

The Company is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of whose stock the Company purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its insulation operations and was later merged into the Company.

Prior to 1998, the amounts paid to asbestos 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 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 recorded a charge of $125 in 1998 for the uninsured portion of future claims.

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Crown Cork & Seal Company, Inc.

Each quarter, the Company continues to review and analyze its claim experience, settlement trends, changes in the litigation environment and other factors to determine the adequacy of its asbestos accrual. In 2000 and again in 2001, the Company engaged an expert in the field of medical demographics to perform an independent evaluation of the Company’s potential asbestos liability. Adjustments to the asbestos accrual are made based on changes to the above-mentioned factors after consultation with the Company’s experts and legal counsel.

During 2001, 2000 and 1999, respectively, the Company (i) received 53,000, 44,000 and 33,000 new claims, (ii) settled or dismissed 31,000, 40,000 and 58,000 claims and (iii) had 66,000, 44,000 and 40,000 claims outstanding at the end of the respective years. The claims above exclude 32,000 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 on counsel’s advice, will not, in the aggregate, involve any material liability. During 2001, one jurisdiction accounted for 25,000 claims received, 17,000 of which were settled for $4.

During 2001, 2000 and 1999, respectively, the Company (i) recorded pre-tax charges of $51, $255 and $163 to increase its accrual, (ii) made asbestos-related payments of $118, $94 and $50 and (iii) had outstanding accruals of $347, $420 and $249 at the end of the respective years. The 2001 charge of $51 included an allowance of $6 for an insurance receivable.

In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value. To date, the Company has paid in excess of $350 in settling claims, which exceeds the value of the acquired company’s assets. The Company has taken appropriate steps to integrate the Pennsylvania legislation into its defense strategy with all claimants nationwide.

Based on the updated report of the independent expert, the Company’s own review, and the view of counsel concerning the possible effects of the new legislation described above, the Company estimates that its probable and estimable asbestos liability for pending and future asbestos claims will range between $347 and $580. The accrual balance of $347 at the end of 2001 includes $157 for committed settlements that will be paid over time. The Company expects total cash payments for asbestos to be approximately $110 in 2002, including $74 under committed settlements.

While it is not possible to predict the ultimate outcome of the asbestos-related claims and settlements, 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 cautions, however, that these estimates for asbestos cases and settlements are difficult to predict and may be influenced by many factors. Accordingly, these matters, if resolved in a manner different from the estimate, could have a material effect on the Company’s financial position.

PROVISION FOR RESTRUCTURING

During 2001, the Company provided $48 ($46 after-tax or $.37 per share) for costs associated with (i) the closure of six U.S. food can plants, two European crown operations, a European food can plant and a European PET bottle plant and (ii) severance related to downsizing three plants in Africa; partially offset by a credit for reversal of severance charges recognized in 2000 for certain restructuring plans which the Company decided not to pursue. Included in the net provision for 2001 were (i) $20 for severance and related benefits, (ii) $20 for asset write-downs, (iii) $14 for lease termination and other exit costs, and (iv) a credit of $6 for the reversal of severance. The severance charge was associated with the termination of approximately 700 employees, 600 of whom were directly involved in manufacturing operations. The Company anticipates that the restructuring actions will save $25 before tax on an annual basis when fully implemented.

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Crown Cork & Seal Company, Inc.

During 2000, the Company provided $52 ($37 after-tax or $.29 per share) for costs associated with overhead structure modifications in Europe, the closure of three plants in the Americas division, and the loss on sale of a South American operation to local management. This provision included (i) $42 for severance costs for approximately 1,000 employees, (ii) $5 for lease termination and other exit costs, (iii) $1 for the write-down of assets and (iv) $4 for the loss on sale.

During 1999, the Company recorded a net restructuring credit of $7 ($5 after-tax or $.04 per share), reflecting (i) the reversal of severance and other costs provided for in 1998 for the closing of a plant that the Company did not close and (ii) charges related to a plant closure in Europe and the reorganization of the Company’s worldwide research and development functions. The decision not to close the plant was based on a customer’s decision to increase its purchases in that plant’s market.

The write-downs of assets were made under announced restructuring plans, as the carrying values exceeded the Company’s estimated proceeds from abandonment or disposal. The sale of plant sites typically requires more than one year to complete due to preparations for sale, such as site cleanup and buyer identification, as well as market conditions and the location of the properties.

PROVISION FOR ASSET IMPAIRMENTS

During 2001, the Company recorded non-cash asset impairment charges of $215 ($210 after-tax or $1.67 per share) to write-down investments in consolidated and non-consolidated affiliates, goodwill and PP&E. Of the total impairment charge, $204 arose from the Company’s divestitures of certain interests in Africa, including $71 for the reclassification of cumulative translation adjustments to earnings. For details of the divestitures, see Note J to the consolidated financial statements. The remaining impairment charge of $11 was due to the write-down of surplus equipment.

A charge of $26 ($19 after-tax or $ .15 per share) was recorded in 2000 to write-off a minority interest in a machinery company and an investment in Moldova due to uncertainty regarding the ultimate recovery of these investments. The events that triggered the impairment review by the Company were the Chapter 11 bankruptcy petition filed by the machinery company and the politically unstable environment in Moldova.

GAIN/(LOSS) ON SALE OF ASSETS

During 2001, the Company sold various surplus properties and other assets for a total of $28 and realized a net gain of $2. In 2000, the Company sold various assets for a total of $28, realizing a net loss of $1. In 1999, the Company sold its composite can business for $44 in cash. Gains of $18 were realized from the sales of the composite can business and seventeen surplus properties in 1999.

NET INTEREST EXPENSE

Interest expense, net of interest income, was $437 in 2001, an increase of $64 or 17.2% compared to 2000 net interest expense of $373. Net interest expense in 1999 was $342. The increase in 2001 was primarily 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 increase in 2000 was primarily due to higher interest rates, partially offset by a decrease of approximately $11 due to foreign currency translation. The tightening bank credit environment and concern over the Company’s asbestos exposure and operating results contributed to downgrades in the Company’s credit ratings during 2001 and 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. Further information about the credit facility and term loan are summarized in the Liquidity and Capital Resources section of this discussion and in Notes R and S to the consolidated financial statements.

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Crown Cork & Seal Company, Inc.

FOREIGN EXCHANGE

Unfavorable foreign exchange adjustments of $10, $8 and $13 were recorded in 2001, 2000 and 1999, respectively, primarily from the remeasurement of the Company’s non-U.S. subsidiaries with a U.S. dollar functional currency, including Brazil, Turkey and Argentina. The Company remains exposed to deteriorating economic conditions in Argentina. At December 31, 2001, the Company’s investment in its Argentine affiliates was $61.

TAXES ON INCOME

Excluding the tax valuation allowance adjustment of $452 to fully reserve for prior period U.S. deferred tax assets, the effective rate on income or loss was (17.1%) in 2001 compared to 26.7% in 2000 and 34.0% in 1999. The change in the adjusted effective rate for 2001 was primarily due to no tax benefit being taken in 2001 on either the U.S. losses or the African asset impairment loss. The decrease in the 2000 effective rate was due to non-deductible goodwill amortization. Benefits recorded in 2000 for the reduction of reserves for tax contingencies were offset by a net charge for valuation allowance adjustments. A reconciliation of the U.S. federal statutory rate to the Company’s effective rate is presented in Note W to the consolidated financial statements.

MINORITY INTERESTS, NET OF EQUITY EARNINGS

Minority interests’ share of net income was $10, $18 and $23 in 2001, 2000 and 1999, respectively. The decrease in 2001 was due to (i) losses in the Company’s beverage can operations in Vietnam and PET operations in Hungary and Turkey, (ii) the purchase of the minority shares in CarnaudMetalbox Asia Limited during the second quarter of 2000 and (iii) lower profits in Morocco; partially offset by improved results in Brazil. The decrease in 2000 was due to (i) decreased operating income in the Company’s Chinese 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.

Equity in earnings of affiliates was $6, $3 and $0 in 2001, 2000 and 1999, respectively. The increases in 2001 and 2000 were due to continued improvement in the Company’s joint venture operations in the Middle East and South America.

NET INCOME AND EARNINGS PER SHARE

Net loss was $972 for the year ended December 31, 2001, an increase of $796 from the loss for the same period in 2000. Loss per share was $7.74 for the year ended December 31, 2001, an increase of $6.34 from the loss per share of $1.40 for 2000. The increased losses were primarily due to (i) an increase in the tax valuation allowance to fully reserve for net U.S. deferred tax assets recognized in prior periods, (ii) lower operating income in the Americas and Europe, (iii) tax benefits not taken on 2001 U.S. operating losses, (iv) provisions for asset impairments related to the sale of certain African subsidiaries, and (v) higher interest expense; partially offset by a lower provision for asbestos.

The net loss of $176 in 2000 was a decrease of $342 from net income of $166 in 1999. Net loss per share of $1.40 was a decrease of $2.76 from earnings per share of $1.36 in 1999. The decrease in earnings from 1999 was due primarily to (i) lower divisional operating income, (ii) higher charges for asbestos and restructuring, (iii) a bad debt provision in 2000 for a food can customer in Chapter 11 proceedings and (iv) higher interest expense, partially offset by the reduction in the preference dividend as the outstanding acquisition preferred stock was converted into common stock in 2000.

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Crown Cork & Seal Company, Inc.

FINANCIAL POSITION

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $456 at December 31, 2001 compared to $382 and $267 at December 31, 2000 and 1999, respectively. The Company’s primary source of cash for 2001 consisted of funds provided from operations of $310. The increase in funds provided from operations in 2001 versus $270 in 2000 was the result of the Company’s working capital reduction initiative.

The Company’s primary uses of cash in 2001 consisted of capital expenditures of $168, asbestos-related payments of $118 and payments of long-term debt of $77. The Company cannot access the commercial paper market due to downgrades in its credit rating and, as a result, the Company funds its operations through its $2,500 multicurrency credit facility. As of December 31, 2001, the corporate credit rating from Standard and Poor’s is B– with a negative outlook and the senior unsecured rating from Moody’s is Ca.

On March 2, 2001, the Company amended and restated its $2,500 multicurrency revolving credit facility and obtained a $400 term loan. The amended and restated credit facility bears interest at LIBOR plus 2.5% and the maturity date was extended to December 8, 2003. The term loan bears interest at LIBOR plus 3.5% and had an original maturity date of February 4, 2002. On January 30, 2002, $225 of the term loan was extended to August 4, 2002, and the remaining $175 was subsequently repaid on its original due date. The $225 was further reduced to $201 during the first quarter of 2002 using asset sale proceeds as discussed in Note R to the consolidated financial statements. The extended portion of the term loan bears interest at LIBOR plus 4.5%. In connection with the credit facility and term loan, the Company has pledged as collateral the stock of certain subsidiaries and substantially all of the assets of the borrowing companies and the Company’s U.S. subsidiaries. Excluded are 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 repayment of notes, debentures and private placements, (iii) restrictions on the assumption of indebtedness and payment of dividends and (iv) restrictions on the use of proceeds from asset sales. Any credit facility or term loan repayments made using proceeds from the sale of assets will permanently reduce the funds available under the agreements.

In August, 1999, the Company sold $350 of public debt securities utilizing the remaining available on its November 26, 1996 shelf registration. 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.

In December, 1999, the Company sold Euro 300 6% Senior Notes through its wholly owned finance subsidiary, Crown Cork & Seal Finance S.A. 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.

The Company is highly leveraged. The ratio of total debt (net of cash and cash equivalents) to total capitalization was 82.9%, 68.3% and 60.3% at December 31, 2001, 2000 and 1999, 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 ratio of total debt to total capitalization is due to the reduction in shareholders’ equity caused primarily by the net loss and the minimum pension liability adjustment. Contractual obligations as of December 31, 2001 are summarized in the table below.

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Crown Cork & Seal Company, Inc.

	Payments Due by Period
	2002		2003		2004		2005		2006		2007 & after		Total
Short-term debt	$	464											$	464
Long-term debt		381	$	2,777	$	272	$	407	$	305	$	714		4,856
Operating leases		31		24		19		13		10		35		132
Total contractual
cash obligations	$	876	$	2,801	$	291	$	420	$	315	$	749	$	5,452

In 2002 the Company expects that a significant portion of its 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 $75 in 2002 and expects to make asbestos-related payments of approximately $110. Based upon projections currently available the Company believes it can pay its obligations due in 2002 through net cash generated from operating activities and cash on hand.

In order to meet its short-term and long-term obligations, improve its financial position and enhance its ability to refinance or extend the maturity of the bank debt due in December 2003, the Company is reviewing various strategies. Such strategies include generating additional cash from operations, increasing its asset securitizations, disposing of selected assets and restructuring the terms of the Company’s debt, including the possible extension of maturities and principal reduction. Repayment of its scheduled obligations in 2003 will be dependent upon the implementation of one or more of the strategies mentioned above. As a result of the downgrades in the Company’s credit ratings during 2000 and 2001 and the uncertainties regarding its asbestos-related liabilities, the Company’s ability to obtain new financing has been restricted and there can be no assurance that the Company will be able to access the capital markets in the future, successfully repay, refinance or restructure its debt or complete asset sales on a timely basis or on favorable terms.

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 manages these risks through a program that includes the use of derivative financial instruments, primarily swaps and forwards, which involve little complexity and are not used for trading or speculative purposes. The Company’s objective in managing its exposure to market risk is to limit the impact on earnings and cash flow. The Company diversifies the counterparties used and monitors the concentration of risk to limit its counterparty exposure.

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 transactions and significant foreign currency net asset exposures. The Company manages foreign currency exposures at the operating unit level. Exposures that cannot be naturally offset within an operating unit are hedged with derivative financial instruments. 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, 2001 effectively convert U.S. dollar-denominated debt into local currency debt for both interest and principal.

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Crown Cork & Seal Company, Inc.

The table below provides information in U.S. dollars as of December 31, 2001 about the Company’s forward currency exchange contracts. The majority of the contracts expire in 2002.

Buy/Sell	Contract Amount		Average Contractual Exchange Rate
U.S. dollars/Canadian dollars	$	67		1.60
U.S. dollars/Euro		36		1.11
Singapore dollars/U.S. dollars		28		.55
Euros/Swiss Francs		26		1.47
Sterling/Polish Zloty		19		5.83
U.S. dollars/Thai Baht		16		44.47
U.S. dollars/Sterling		12		.69
U.S. dollars/Singapore dollars		12		1.80
Sterling/U.S. dollars		11		1.42
	$	227

The Company has an additional $24 in a number of smaller contracts to purchase or sell various other currencies, principally European, as of December 31, 2001.

The notional value of $251 for contracts outstanding at December 31, 2001 decreased by $1,115 from the value at December 31, 2000 of $1,366. The reduction was due to the settlement in 2001 of two contracts with a combined notional value of approximately $650 and the impact of recent downgrades of the Company’s corporate credit ratings which has limited the Company’s ability to enter into these contracts to the extent that it has in the past.

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. At December 31, 2001, 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 (sterling 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 Company 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, 2001. Debt converted to fixed or variable rate debt by cross-currency swaps has been included within the appropriate debt classification.

	Year of Maturity
Debt	2002		2003		2004		2005		2006		Thereafter
Fixed rate	$	394	$	418	$	272	$	407	$	305	$	714	*
Average interest rate		7.1%		7.4%		6.0%		8.1%		8.4%		7.5%
Variable rate	$	451	$	2,359
Average interest rate		5.8%		4.6%

* 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, 2000, debt outstanding included fixed rate debt of $2,537 with an average interest rate of 7.5%, and variable rate debt of $2,812 with an average interest rate of 7.1%.

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Crown Cork & Seal Company, Inc.

The Company’s basic raw materials, primarily aluminum, tinplate and resins, are subject to significant price fluctuations which may be hedged by the Company through forward commodity contracts. Any gains or losses realized from the use of these contracts are included in inventory to the extent that they are designated and effective as hedges of the anticipated purchases. The maturities of the commodity contracts closely correlate to the anticipated purchases of those commodities. These contracts are used in combination with commercial supply contracts with customers and suppliers to minimize exposure to price volatility.

The Company’s use of financial instruments in managing market risk exposures described above is consistent with the prior year. Further information on Company financing is presented in Notes R, S and T to the consolidated financial statements.

CAPITAL EXPENDITURES

Consolidated capital expenditures were $168 in 2001 compared to $262 in 2000. Minority partner contributions to consolidated capital expenditures were $3 in 2001 and $4 in 2000.

Expenditures in the Americas Division were $75 in 2001, including spending for advanced easy-open steel food can end capacity, additional SuperEnd™ beverage can end capacity, two-piece steel food can manufacturing lines in Canada and PET bottle projects in the U.S.

Spending in the European Division of $82 included initial expenditures for the construction of a new beverage can plant in Spain, expansion of can shaping capacity in the U.K. and increased plastic closure capacity in Western Europe.

The Company expects its capital expenditures in 2002 to be below $100, which the Company believes is sufficient to maintain its operations at their current levels of capacity and efficiency. At December 31, 2001, the Company had $21 of capital commitments.

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 $4, $2 and $3 in 2001, 2000 and 1999, respectively. The Company’s balance sheet reflects estimated gross remediation liabilities of $18 and $21 at December 31,

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Crown Cork & Seal Company, Inc.

2001 and 2000, respectively, and probable recoveries related to indemnification from the sellers of acquired companies and the Company’s insurance carriers of $2 and $5 at December 31, 2001 and 2000, 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 or the sometimes lengthy time periods 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 $804 at December 31, 2001 compared to $2,109 and $2,891 at December 31, 2000 and 1999, respectively. The decrease in 2001 equity was primarily due to the net loss for the year of $972, net currency translation losses in non-U.S. operations of $60 and a $273 adjustment to the minimum pension liability. 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 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 credit agreement, however, prohibits the repurchase of common stock except to meet the requirements for the Company’s stock-based compensation and savings plans. The Company acquired 20,695 shares, 3,165,528 shares and 1,256,700 shares of common stock for less than $1, $49 and $29 in 2001, 2000 and 1999, respectively. The Company also acquired 50,000 shares of acquisition preferred stock for $1 during 1999.

The Company declared cash dividends on common stock of $125 in 2000 and $122 in 1999. The Company paid no dividends in 2001. The Company’s credit agreement prohibits the payment of dividends.

At December 31, 2001, common shareholders of record numbered 5,552 compared with 5,528 at the end of 2000. Total common shares outstanding were 125,702,056 at December 31, 2001 compared to 125,621,648 at December 31, 2000. In February 2000, all outstanding shares of acquisition preferred stock were converted into approximately 7.6 million shares of common stock.

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 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.

During the fourth quarter of 2001, the Company voluntarily withdrew its listing from the Paris Bourse due to consistently low trading volumes.

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Crown Cork & Seal Company, Inc.

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.

CRITICAL ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require that management make numerous estimates and assumptions. Actual results could differ from those estimates and assumptions, impacting the reported results of operations and financial position of the Company. The Company’s significant accounting policies are more fully described in Note A to the consolidated financial statements. Certain accounting policies, however, are considered to be critical in that (i) they are most important to the depiction of the Company’s financial condition and results of operations and (ii) their application requires management’s most subjective judgment in making estimates about the effect of matters that are inherently uncertain.

The Company’s potential liability for asbestos cases is highly uncertain due to the difficulty of forecasting many factors, including the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, the terms of settlements of other defendants with asbestos-related liabilities, the bankruptcy filings of other defendants (which may result in additional claims and higher settlement demands for non-bankrupt defendants), and the effect of the new Pennsylvania asbestos legislation (including its validity and applicability to non-Pennsylvania jurisdictions, where the substantial majority of the Company’s asbestos cases are filed). As additional experience is gained regarding claims or other new information becomes available regarding the potential liability, the Company will reassess the potential liability and revise its estimates as appropriate.

If facts and circumstances indicate goodwill may be impaired, the Company performs a recoverability evaluation. The Company’s policy is to compare undiscounted estimated future cash flows to the carrying amount to determine if the carrying amount is not recoverable and a write-down to fair value is required. The Company’s estimate of future cash flows is based on assumptions about a number of factors, including future operating performance, economic conditions, and technological changes, and may differ from actual future cash flows. Also, the evaluation of whether goodwill is recoverable using a discounted future cash flow model may differ from the evaluation using undiscounted future cash flows under the Company’s existing accounting policy.

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized in the future. The estimate of the amount that is more likely than not to be realized requires the use of assumptions concerning the Company’s future income. Actual results may differ from those estimates. Should the Company change its estimate of the amount of its deferred tax assets that it would be able to realize, an adjustment to the valuation allowance would result in an increase or decrease in net income in the period such a change in estimate was made.

Accounting for pensions and postretirement benefit plans requires the use of estimates and assumptions regarding numerous factors, including discount rate, rate of return on plan assets, compensation increases, health care cost increases, mortality and employee turnover. Actual results may differ from the Company’s actuarial assumptions, which may have an impact on the amount of reported expense or liability for pensions or postretirement benefits.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS 144,“Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS 144 supersedes SFAS 121,“Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.” The standard replaces the accounting and reporting provisions of APB

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Crown Cork & Seal Company, Inc.

Opinion No. 30, “Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” for the disposal of a segment of a business. The standard establishes a single accounting model based on the framework established in SFAS 121 for long-lived assets to be disposed of by sale, requires that long-lived assets classified as held for sale be presented separately in the Consolidated Balance Sheet and eliminates the requirement to allocate goodwill to long-lived assets to be tested for impairment. This standard became effective January 1, 2002, concurrent with SFAS 142. Management is currently assessing the provisions of SFAS 144 and its potential impact on the Company’s consolidated results of operations and financial position.

In June 2001, the FASB issued SFAS 143,“Accounting for Asset Retirement Obligations.” This standard establishes accounting guidelines for the recognition and measurement of tangible long-lived asset retirement obligations and their associated asset retirement costs. The standard is effective January 1, 2003. Management is currently assessing the details of the standard.

Additionally, in June 2001, the FASB issued SFAS 141,“Business Combinations,” and SFAS 142,“Goodwill and Other Intangible Assets.” SFAS 141 supersedes APB Opinion No. 16, “Business Combinations.” This standard, which was effective July 1, 2001, modifies the method of accounting for business combinations entered into after June 30, 2001 and defines new accounting guidelines for intangible assets. All business combinations entered into after June 30, 2001 are accounted for using the purchase method.

The Company adopted SFAS 142 on January 1, 2002. SFAS 142 requires that goodwill no longer be amortized, but instead be tested for impairment, at least annually, in accordance with the new impairment testing guidelines outlined in the standard. Goodwill amortization expense was $113 or $.90 per share in 2001, $116 or $.92 per share in 2000 and $123 or $1.01 per share in 1999. The unamortized value of goodwill at December 31, 2001 was $3,625. Preliminary results indicate that a transitional impairment charge will be required upon adoption of the new standard. The transitional goodwill impairment charge will be reported in the 2002 financial statements as the cumulative effect of a change in accounting. The Company has hired an appraisal firm to assist in the measurement of the impairment loss.

FORWARD LOOKING STATEMENTS

Statements included herein in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in the discussions of the provision for asbestos in Note 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 plans or objectives for future operations, products or economic performance, (ii) the Company’s indebtedness, (iii) the impact of an economic downturn or growth in particular regions, (iv) anticipated uses of cash, (v) cost reduction efforts and expected savings and (vi) the expected outcome of contingencies, including with respect to asbestos-related litigation.

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 repay, refinance or restructure its short and long-term indebtedness on adequate terms and to comply with the terms of its agreements relating

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Crown Cork & Seal Company, Inc.

to debt; the Company’s ability to obtain and maintain adequate pricing for its products, including the impact on the Company’s revenue, margins and market share; the impact of the Company’s recent initiative to generate additional cash, including the reduction of working capital levels and capital spending; 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, 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 vendors and customers; the Company’s ability to generate significant cash to meet its obligations and 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, industry overcapacity, or changes in competitors’ pricing for products; changes in governmental regulations or enforcement practices, including 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; energy costs; 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, the adequacy of reserves established for asbestos-related liabilities and the impact of the recent Pennsylvania corporate legislation dealing with asbestos liabilities discussed herein); the effects of the euro conversion; labor relations and workforce and social costs, including the Company’s pension obligations and other employee or retiree 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 Securities and Exchange Commission (“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 19 through 21 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, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE

INDEX TO FINANCIAL STATEMENTS

Financial Statements
Report of Independent Accountants	27
Consolidated Statements of Operations	28
Consolidated Balance Sheets	29
Consolidated Statements of Cash Flows	30
Consolidated Statements of Shareholders' Equity	31
Notes to Consolidated Financial Statements	32
Supplementary Information	57
Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts and Reserves	59

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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, 2001 and 2000, and the results of their operations and cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents 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 schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule 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 our audits provide a reasonable basis for our opinion.

The Company is highly leveraged and has substantial debt and other cash obligations due principally in 2003. Management's strategies to satisfy these liquidity requirements are discussed in Note S.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
March 15, 2002

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Crown Cork & Seal Company, Inc.

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

	2001			2000			1999
Net sales	$	7,187		$	7,289		$	7,998
Costs, expenses and other income
Cost of products sold (excluding
depreciation and amortization)		6,063			5,982			6,326
Depreciation		382			375			395
Amortization		117			120			127
Selling and administrative expense		310			314			348
Provision for asbestos. .Note L		51			255			163
Provision for restructuring. . Note M		48			52			(7	)
Provision for asset impairments. .Note N		215			26
(Gain)/loss on sale of assets		(2	)		1			(18	)
Interest expense		455			393			367
Interest income		(18	)		(20	)		(25	)
Translation and exchange adjustments		10			8			13
		7,631			7,506			7,689
Income/(loss) before income taxes and cumulative
effect of a change in accounting		(444	)		(217	)		309
Provision/(benefit) for income taxes . . Note W		528			(58	)		105
Income/(loss) from operations before cumulative    effect of a change in accounting and minority
interests		(972	)		(159	)		204
Minority interests, net of equity earnings		(4	)		(15	)		(23	)
Cumulative effect of a change in accounting, net of
tax. .Note B		4
Net income/(loss)		(972	)		(174	)		181
Preferred stock dividends					2			15
Net income/(loss) available to common shareholders	($	972	)	($	176	)	$	166
Per common share data:
Earnings (loss) Note U
Basic and diluted - before cumulative effect of a
change in accounting	($	7.77	)	($	1.40	)	$	1.36
Basic and diluted - after cumulative effect of a
change in accounting	($	7.74	)	($	1.40	)	$	1.36
Dividends				$	1.00		$	1.00

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	2001			2000
Assets
Current assets
Cash and cash equivalents	$	456		$	382
Receivables . . Note D		996			1,153
Inventories . . Note E		862			1,288
Prepaid expenses and other current assets		108			90
Total current assets		2,422			2,913
Long-term notes and receivables		18			25
Investments		99			142
Goodwill, net of amortization		3,625			3,920
Property, plant and equipment, net . . Note F		2,618			2,969
Other non-current assets. .Note G		838			1,190
Total	$	9,620		$	11,159
Liabilities & Shareholders' Equity
Current liabilities
Short-term debt . . Note R	$	464		$	232
Current maturities of long-term debt . . Note R		381			68
Accounts payable and accrued liabilities . . Note H		1,593			1,903
Income taxes		68			58
Total current liabilities		2,506			2,261
Long-term debt, excluding current maturities . . Note R		4,475			5,049
Other non-current liabilities . . Note I		760			814
Postretirement and pension liabilities . . Note V		874			731
Minority interests		201			195
Commitments and contingent liabilities . . Notes K and L
Shareholders' equity
Preferred stock, 4.5% cumulative convertible,
par value: $41.8875; none outstanding, none authorized. .Note P
Additional preferred stock, authorized: 30,000,000;
none issued . .Note P
Common Stock, par value: $5.00; authorized: 500,000,000 . .Note P
2001 - issued 155,968,854		780
2000 - issued 155,968,854					780
Additional paid-in capital		1,600			1,596
Retained earnings		22			994
Accumulated other comprehensive loss . . Note C		(1,447	)		(1,110	)
Treasury stock (2001 - 30,266,798 shares; 2000 -
30,347,206 shares)		(151	)		(151	)
Total shareholders' equity		804			2,109
Total	$	9,620		$	11,159

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)

	2001			2000			1999
Cash flows from operating activities
Net income/(loss)	($	972	)	($	174	)	$	181
Adjustments to reconcile net income/(loss) to
net cash provided by operating activities:
Depreciation and amortization		499			495			522
Cumulative effect of a change in accounting		(4	)
Provision for asbestos		51			166			106
Asbestos-related payments		(118	)		(94	)		(50	)
Provision for restructuring		46			37			(5	)
Provision for asset impairments		210			19
(Gain)/loss on sale of assets		(2	)		1			(10	)
Deferred income taxes		482			11			86
Changes in assets and liabilities, net of
businesses acquired:
Receivables		110			(110	)		71
Inventories		377			(26	)		28
Accounts payable and accrued liabilities		(221	)		(33	)		(43	)
Other, net		(148	)		(22	)		(59	)
Net cash provided by operating activities		310			270			827
Cash flows from investing activities
Capital expenditures		(168	)		(262	)		(280	)
Acquisition of businesses, net of cash acquired					(11	)		(49	)
Proceeds from sale of property, plant and equipment		28			28			91
Proceeds from sale of businesses								44
Other, net		(23	)		(3	)		(3	)
Net cash used for investing activities		(163	)		(248	)		(197	)
Cash flows from financing activities
Proceeds from long-term debt		2			4			685
Payments of long-term debt		(77	)		(216	)		(225	)
Net change in short-term debt		(397	)		601			(899	)
New term loan borrowing		400
Stock repurchased					(49	)		(30	)
Dividends paid					(127	)		(138	)
Common stock issued					2
Repayment of shareholder notes		4
Acquisition of minority interests					(81	)
Minority contributions, net of dividends paid		5			(7	)		(10	)
Net cash provided by/(used for)
financing activities		(63	)		127			(617	)
Effect of exchange rate changes on cash
and cash equivalents		(10	)		(34	)		(30	)
Net change in cash and cash equivalents		74			115			(17	)
Cash and cash equivalents at January 1		382			267			284
Cash and cash equivalents at December 31	$	456		$	382		$	267

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, 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: 114,221 shares						1						1		2
Balance December 31, 2000					780	1,596		994		(1,110	)	(151	)	2,109
Net loss - 2001	($ 972	)						(972	)					(972	)
Derivatives qualifying as hedges	(4	)								(4	)			(4	)
Translation adjustments	(131	)								(131	)			(131	)
Translation adjustments - disposition
of foreign investments	71									71				71
Minimum pension liability
adjustment, net of $1 tax	(273	)								(273	)			(273	)
Comprehensive loss	($1,309	)
Stock repurchased:
20,695 common shares
Stock issued: 101,103 shares
Repayment of shareholder notes						4								4
Balance December 31, 2001					$    780	$ 1,600		$      22		($1,447	)	($151	)	$    804

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. and its wholly-owned and majority-owned subsidiary companies (the “Company”). 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), 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, returns, and other adjustments are provided in the same period that the related sales are recorded.

Shipping and Handling Fees and Costs. Shipping and handling fees and costs are reported in cost of products sold in the Consolidated Statements of Operations.

Stock-Based Compensation. The Company measures compensation expense using the intrinsic value method as defined in Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees,” and has provided in Note Q the pro-forma disclosure of the effect on net income/(loss) and earnings/(loss) per share as if the fair value-based method as defined in Statement of Financial Accounting Standards No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation,” had been applied.

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 U.S. 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.

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Crown Cork & Seal Company, Inc.

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 and any profit or loss on disposition is reflected in income. Costs assigned to PP&E of acquired businesses are based on estimated fair values 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; Machinery and Equipment-3 to 14.

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 over the estimated future periods to be benefited (primarily 40 years). Accumulated amortization amounted to $757 and $658 at December 31, 2001 and 2000, respectively.

In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141(“SFAS 141”), “Business Combinations,” which became effective July 1, 2001 and SFAS No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets,” which became effective January 1, 2002. SFAS 141, which supersedes APB Opinion No. 16, “Business Combinations,” modifies the method of accounting for business combinations entered into after June 30, 2001 and defines new accounting guidelines for intangible assets. All business combinations are now accounted for using the purchase method. SFAS 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized, but instead be tested for impairment, at least annually. Impairment will be measured by comparing carrying value to fair value, using quoted market prices or a discounted cash flow model.

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

In August 2001, the FASB issued SFAS No. 144 (“SFAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS 144 became effective on January 1, 2002 and supersedes SFAS No. 121 (“SFAS 121”), “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,” and replaces the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” for the disposal of a segment of a business. The new standard establishes a single accounting model based on the framework established in SFAS 121 for long-lived assets to be disposed of by sale, requires that long-lived assets classified as held for sale be presented separately in the Consolidated Balance Sheet and eliminates the requirement to allocate goodwill to long-lived assets to be tested for impairment.

Effective January 1, 2002, impairment of goodwill and intangible assets with indefinite lives will be determined under SFAS 142 as discussed above.

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

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Crown Cork & Seal Company, Inc.

Effective January 1, 2001, the Company adopted SFAS No. 133 (“SFAS 133”), “Accounting for Derivative Instruments and Hedging Activities,” as amended. With the adoption of SFAS 133, the Company now recognizes all outstanding derivative instruments within the Consolidated Balance Sheet at their fair values. The impact on earnings from recognizing the fair value of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair value of the underlying exposures that they are designed to hedge. Derivative financial instruments are designated and documented as hedges at the inception of the contract. The effectiveness of derivative instruments to reduce the risk associated with the exposure being hedged is assessed and measured, using a dollar-offset method, at inception and on an ongoing basis. Any amounts excluded from the assessment of hedge effectiveness, as well as the ineffective portion of designated hedges, are reported in earnings immediately. Time value, a component of an instrument’s fair value, is excluded for most fair value hedges and included for cash flow hedges in the assessment of effectiveness. If a derivative instrument ceases to be highly effective as a hedge, the Company discontinues hedge accounting for the instrument prospectively.

For derivative instruments designated and qualifying as hedges and based on the risk being hedged, changes in the fair values of the derivatives are either reported in earnings or reported in other comprehensive income in shareholders’ equity. Fair value adjustments for derivative instruments hedging assets, liabilities or firm commitments, referred to as fair value hedges, are recognized in earnings as an offset to adjustments for the fair value of the related hedged items. Fair value adjustments for instruments hedging anticipated transactions, referred to as cash flow hedges, are recognized as a component of other comprehensive income in shareholders’ equity and are reclassified into earnings when the related hedged item impacts earnings. For hedges of net investments in foreign operations, fair value adjustments are reported in other comprehensive income as translation adjustments and are released to earnings upon disposal of the investments. Changes in the fair value of a derivative financial instrument that is not designated as a hedge are recorded immediately in earnings.

When the financial instrument is terminated or settled prior to the expected maturity or realization of the underlying item, hedge accounting is discontinued prospectively. The fair value of a hedged asset held for sale, accumulated within the asset since inception of the hedge, remains part of the carrying amount of the asset until the asset is sold, at which point the entire carrying amount is recognized in earnings. The fair value of a hedged interest-bearing financial instrument is amortized to earnings through its maturity. Fair value adjustments, recognized for cash flow hedges after settlement or termination, continue to be reported in accumulated other comprehensive income until the related hedged items impact earnings. For anticipated transactions that are no longer probable, recognized fair value adjustments within accumulated other comprehensive income are reported immediately in current earnings.

Within the Consolidated Balance Sheet, the fair values of the derivatives are reported as current or non-current assets or liabilities consistent with the classification of the hedged items. Within the Consolidated Statements of Cash Flows, cash flows from hedging transactions are classified 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 risk management policies and details of the outstanding contracts and their related fair values, see Note T.

Treasury Stock. Treasury stock is reported at par value. 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. Net research, development and engineering expenditures which amounted to $40, $41 and $52 in 2001, 2000 and 1999, respectively, are expensed as incurred and reported in selling and administrative expense in the Consolidated Statements of Operations. Substantially all engineering and development costs are related to developing new products or designing significant improvements to existing products.

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Crown Cork & Seal Company, Inc.

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

B. Accounting and Reporting Changes

As discussed in Note A above and in greater detail in Note T, the Company adopted SFAS 133 in 2001. Upon adoption, the Company recorded an after-tax credit of $4 or $.03 per share to net income and a charge of $18, net of $10 tax, to other comprehensive income in shareholders’ equity for the cumulative effect of a change in accounting. The ongoing impact on the Company from adoption of this standard will depend on a variety of factors, including interest rates and other market conditions, as well as future interpretive guidance from the FASB.

In the fourth quarter of 2000, the Company adopted EITF 00-10, “Accounting for Shipping and Handling Fees and Costs,” which requires that the costs for shipping and handling of the Company’s products be reported as an expense rather than as a reduction to sales. To comply with this reporting guideline, the Company reclassified $266 in 1999 from net sales to cost of products sold. EITF 00-10 had no impact on income from operations or net income.

C. Comprehensive Income/(Loss)

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

	2001			2000
Minimum pension liability adjustments	($	527	)	($	254	)
Cumulative translation adjustments		(916	)		(856	)
Derivatives qualifying as hedges		(4	)
	($	1,447	)	($	1,110	)

D. Receivables

	2001			2000
Accounts and notes receivable	$	938		$	1,072
Less: allowance for doubtful accounts		(95	)		(116	)
Net trade receivables		843			956
Miscellaneous receivables		153			197
	$	996		$	1,153

The Company utilizes receivable securitization agreements in its management of cash flow activities. Agreements were outstanding during 2001 and 2000 in North America and Europe providing for the accelerated receipt of cash from a qualified pool of available receivables. The Company’s current agreement, entered into during 2001, provides for the accelerated receipt of up to $350 of cash on available North American receivables. Receivable securitization transactions are accounted for as sales in accordance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities (a replacement of SFAS No. 125),” which was adopted by the Company on April 1, 2001. Accordingly, accounts sold under outstanding securitization programs have been reflected as a reduction in receivables in the Consolidated Balance Sheets. At December 31, 2001 and 2000 receivables securitized were $110

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Crown Cork & Seal Company, Inc.

and $162, respectively. During 2001 and 2000, the Company recorded fees related to outstanding securitizations of $18 and $15, respectively, as interest expense.

The Company provided $55 ($36 after-tax or $.28 per share) during 2000 against a receivable from a U.S. food can customer that filed a voluntary Chapter 11 bankruptcy petition. This amount was included in cost of products sold in the Consolidated Statements of Operations.

E. Inventories

	2001		2000
Finished goods	$	314	$	530
Work in process		112		165
Raw materials and supplies		436		593
	$	862	$	1,288

Approximately 17% and 23% of worldwide productive inventories at December 31, 2001 and 2000, 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, 2001 and 2000, total inventories would have been $32 and $22 higher, respectively. Cost of products sold in 2001 includes a charge of $10 for the liquidation of LIFO inventory layers carried at higher costs that prevailed in prior years.

F. Property, Plant and Equipment

	2001			2000
Buildings and improvements	$	856		$	869
Machinery and equipment		4,168			4,161
		5,024			5,030
Less: accumulated depreciation and amortization		(2,652	)		(2,391	)
		2,372			2,639
Land and improvements		157			171
Construction in progress		89			159
	$	2,618		$	2,969

G. Non-Current Assets

	2001		2000
Pension assets	$	565	$	526
Deferred tax assets		105		561
Fair value of derivatives		76
Pension intangibles		30		31
Other intangibles		9		11
Other		53		61
	$	838	$	1,190

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Crown Cork & Seal Company, Inc.

H. Accounts Payable and Accrued Liabilities

	2001		2000
Trade accounts payable	$	836	$	1,076
Salaries, wages and other employee benefits		305		302
Asbestos		110		100
Deferred taxes		50		69
Interest		50		59
Restructuring		22		32
Other		220		265
	$	1,593	$	1,903

I. Other Non-Current Liabilities

	2001		2000
Deferred taxes	$	352	$	354
Asbestos		237		320
Postemployment benefits		43		41
Environmental		15		18
Other		113		81
	$	760	$	814

Other non-current assets include $2 and $5 at December 31, 2001 and 2000, respectively, for probable recoveries related to environmental liabilities.

J. Acquisitions, Investments and Divestitures

In January, 2002, the Company sold its U.S. fragrance pumps business to Rexam PLC for proceeds of $105. In February, 2002, the Company sold its 15% shareholding in Crown Nampak (Pty) Limited in South Africa to Nampak Ltd. for $24, and agreed to sell certain other interests in Africa to Nampak Ltd. for $25. Completion of the sale of the other interests, which is expected in the second quarter of 2002, is subject to the conclusion of satisfactory due diligence and execution of a definitive agreement. The African agreements noted above resulted in the recognition of an impairment loss as described in Note N. Net proceeds of $124 from completed sales were used to repay a portion of the Company's $400 term loan as discussed in Note R.

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 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 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.

For financial reporting purposes, the acquisitions above were treated as purchases. The operating results of each acquisition were 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
Fair value of assets acquired, including goodwill	$	18		$	67
Liabilities assumed		(2	)		(18	)
Note payable		(5	)
Cash paid	$	11		$	49

K. 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, 2001 and 2000 was $40 and $44, respectively.

Under long-term operating leases, minimum annual rentals are $31 in 2002, $24 in 2003, $19 in 2004, $13 in 2005, $10 in 2006, and $35 thereafter. Such rental commitments have been reduced by minimum sublease rentals of $20 due under non-cancelable subleases. Under long-term capital leases, minimum annual rentals are $5 in 2002, $4 in 2003, $5 in 2004, $2 in 2005, $1 in 2006, and $4 thereafter. The present value of future minimum payments on capital leases is $19 with a current obligation of $5. Rental expense (net of sublease rental income of $4 in 2001, $4 in 2000 and $5 in 1999) was $34 in 2001, $36 in 2000 and $31 in 1999.

L. Commitments and Contingent Liabilities

The Company is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of whose stock the Company purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its insulation operations and was later merged into the Company.

Prior to 1998, the amounts paid to asbestos 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 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 recorded a charge of $125 in 1998 for the uninsured portion of future claims.

Each quarter, the Company continues to review and analyze its claim experience, settlement trends, changes in the litigation environment and other factors to determine the adequacy of its asbestos accruals. In 2000 and again in 2001, the Company engaged an expert in the field of medical demographics to perform an independent evaluation of the Company’s potential asbestos liability. Adjustments to the asbestos accrual are made based on changes to the above-mentioned factors after consultation with the Company’s experts and legal counsel.

During 2001, 2000 and 1999, respectively, the Company (i) received 53,000, 44,000 and 33,000 new claims, (ii) settled or dismissed 31,000, 40,000 and 58,000 claims and (iii) had 66,000, 44,000 and 40,000 claims outstanding at the end of the respective years. The claims above exclude 32,000 pending claims involving plaintiffs who allege that they are, or were, maritime workers subject to exposure to asbestos, but whose

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Crown Cork & Seal Company, Inc.

claims the Company believes, based on counsel’s advice, will not, in the aggregate, involve any material liability. During 2001, one jurisdiction accounted for 25,000 claims received, 17,000 of which were settled for $4.

During 2001, 2000 and 1999, respectively, the Company (i) recorded pre-tax charges of $51, $255 and $163 to increase its accrual, (ii) made asbestos-related payments of $118, $94 and $50 and (iii) had outstanding accruals of $347, $420 and $249 at the end of the respective years. The 2001 charge of $51 included an allowance of $6 for an insurance receivable.

In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value. To date, the Company has paid in excess of $350 in settling claims, which exceeds the value of the acquired company’s assets. The Company has taken appropriate steps to integrate the Pennsylvania legislation into its defense strategy with all claimants nationwide.

Based on the updated report of the independent expert, the Company’s own review, and the view of counsel concerning the possible effects of the new legislation described above, the Company estimates that its probable and estimable asbestos liability for pending and future asbestos claims will range between $347 and $580. The accrual balance of $347 at the end of 2001 includes $157 for committed settlements that will be paid over time. The Company expects total cash payments for asbestos to be approximately $110 in 2002, including $74 under committed settlements.

While it is not possible to predict the ultimate outcome of the asbestos-related claims and settlements, 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 cautions, however, that these estimates for asbestos cases and settlements are difficult to predict and may be influenced by many factors. Accordingly, these matters, if resolved in a manner different from the estimate, could have a material 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 $4, $2 and $3 in 2001, 2000 and 1999, respectively. The Company’s balance sheet reflects estimated gross remediation liabilities of $18 and $21 at December 31, 2001 and 2000, respectively, and probable recoveries related to indemnification from the sellers of acquired companies and the Company’s insurance carriers of $2 and $5 at December 31, 2001 and 2000, 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.

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

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Crown Cork & Seal Company, Inc.

M. Restructuring

During 2001, the Company provided $48 ($46 after-tax or $.37 per share) for costs associated with (i) the closure of six U.S. food can plants, two European crown operations, a European food can plant and a European PET bottle plant and (ii) severance related to downsizing three plants in Africa; partially offset by a credit for reversal of severance charges recognized in 2000 for certain restructuring plans which the Company decided not to pursue. Included in the net provision for 2001 were (i) $20 for severance and related benefits, (ii) $20 for asset write-downs, (iii) $14 for lease termination and other exit costs, and (iv) a credit of $6 for the reversal of severance. The severance charge was associated with the termination of approximately 700 employees, 600 of whom were directly involved in manufacturing operations.

During 2000, the Company provided $52 ($37 after-tax or $.29 per share) for costs associated with overhead structure modifications in Europe, the closure of three plants in the Americas division, and the loss on sale of a South American operation to local management. Included in the provision was (i) $42 for severance costs for approximately 1,000 employees, (ii) $5 for lease termination and other exit costs, (iii) $1 for the write-down of assets and (iv) $4 for the loss on sale.

During 1999, the Company recorded a net restructuring credit of $7 ($5 after-tax or $.04 per share), reflecting (i) the reversal of severance and other costs provided for in 1998 for the closing of a plant that the Company did not close and (ii) charges related to a plant closure in Europe and the reorganization of the Company’s worldwide research and development functions. The decision not to close the plant was based on a customer’s decision to increase its purchases in that plant’s market.

The write-downs of assets were made under announced restructuring plans, as the carrying values exceeded the Company’s estimated proceeds from abandonment or disposal. The sale of plant sites typically requires more than one year to complete due to preparations for sale, such as site cleanup and buyer identification, as well as market conditions and the location of the properties.

Balances remaining in the reserves included provisions for current year actions as well as for contracts or agreements for which payments from prior restructuring actions are extended over time. This includes employee-related agreements with unions and governmental agencies as well as lease arrangements with landlords. The balance of the restructuring reserves (excluding asset write-downs that were recorded as a reduction to the related asset accounts) were included in accounts payable and accrued liabilities. The components of the restructuring reserve and movements within these components during 2001 were as follows:

	Termination Benefits			Other Exit Costs			Asset Write- downs			Total
Opening balance	$	24		$	8					$	32
Provisions		14			14		$	20			48
Payments made		(28	)		(5	)					(33	)
Transfer against assets								(20	)		(20	)
Other movements*		(2	)		(3	)					(5	)
Closing balance	$	8		$	14					$	22

* Includes translation adjustments

During 2001, payments of $28 were made related to the termination of approximately 800 employees, 600 of whom were involved in direct manufacturing operations.

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Crown Cork & Seal Company, Inc.

N. Asset Impairments

During 2001, the Company recorded non-cash asset impairment charges of $215 ($210 after-tax or $1.67 per share) to write-down investments in consolidated and non-consolidated affiliates, goodwill and PP&E. Of the total impairment charge, $204 arose from the Company’s divestitures of certain interests in Africa, including $71 for the reclassification of cumulative translation adjustments to earnings. For details of the divestitures, see Note J above. The remaining impairment charge of $11 was due to the write-down of surplus equipment.

A charge of $26 ($19 after-tax or $.15 per share) was recorded in 2000 to write-off a minority interest in a machinery company and an investment in Moldova due to uncertainty regarding the ultimate recovery of these investments. The events that triggered the impairment reviews by the Company were the Chapter 11 bankruptcy petition filed by the machinery company and the politically unstable environment in Moldova.

O. Assets Held for Sale

As of December 31, 2001 the Company had various assets held for sale, including certain operations and real estate. The operations for sale included investments in Africa and the U.S. as described in Note J, and the Company’s European pharmaceutical packaging business. Proceeds from these asset sales must first be used to repay the Company’s term loan in accordance with that agreement. The carrying values of these net assets were reported in the following balance sheet captions at December 31, 2001:

Receivables	$	19
Inventories		26
Investments		24
Property, plant and equipment, net		73
Goodwill , net of amortization		126
Accounts payable and accrued liabilities		(25	)
Other net liabilities		(7	)

Results of operations for these businesses included in the financial statements for 2001 were:

Net sales	$	158
Cost of products sold		109
Depreciation		7
Amortization		6
Selling and administrative expenses		4

P. Capital Stock

During 2001, loans made in prior years to certain executive officers to purchase shares of the Company’s common stock were partially repaid. Upon repayment, $4 was recognized as a credit to paid in capital.

Also during 2001, the Company’s Board of Directors terminated the restricted stock plan for non-employee directors. The plan was replaced by a compensation plan in which the non-employee directors receive a majority of their compensation in the form of Company stock. During 2001, 101,103 shares were issued to the non-employee directors under this new plan.

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. No additional shares of acquisition preferred stock were outstanding at December 31, 2001 and 2000.

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Crown Cork & Seal Company, Inc.

Also 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 1998. The repurchase program has been suspended as the Company’s credit agreement, amended and restated on March 2, 2001, prohibits the repurchase of common stock except to meet the requirements for the Company’s stock-based compensation and savings plans.

The Company’s credit facility prohibits the payment of dividends.

The Board of Directors has the authority to issue, at any time or from time to time, up to 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.

Q. Stock Options

As of December 31, 2001, the Company had four active stock-based incentive compensation plans, 1990, 1994, 1997 and 2001. 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. Terms for the 1990, 1994, 1997 and 2001 plans have ended or will end in 2000, 1999, 2002 and 2006, respectively, except with respect to grants and awards then outstanding.

Stock options granted during 2001 generally have a maximum term of ten years and vest over three years. The maximum number of shares of the Company’s common stock authorized for issuance was 5,000,000 under the 1997 plan and 6,000,000 under the 2001 plan.

A summary of stock option activity is as follows:

	2001			2000			1999
	Shares		Weighted Average  Exercise  Price	Shares		Weighted Average  Exercise  Price	Shares		Weighted Average  Exercise  Price
Options outstanding at January 1	7,503,437		$36.70	7,433,760		$38.33	5,298,706		$45.51
Granted	5,907,469		5.17	873,738		22.14	2,722,507		25.64
Exercised
Canceled	(793,767	)	34.01	(804,061	)	35.98	(587,453	)	44.29
Options outstanding
at December 31	12,617,139		$22.11	7,503,437		$36.70	7,433,760		$38.33
Options exercisable
at December 31	7,251,160		$31.15	4,222,630		$40.84	2,681,852		$44.16
Options available for
grant at December 31	2,994,725			2,540,819			2,981,403

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Crown Cork & Seal Company, Inc.

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
$  2.00 to $  4.25	4,110,875	9.3	$  4.24	1,023,875	$ 4.25
$  4.31 to $  7.44	1,692,894	8.3	7.43	610,000	7.44
$16.00 to $22.25	1,812,038	8.0	20.93	1,136,200	21.21
$23.94 to $37.50	1,408,353	6.2	31.58	1,003,731	32.25
$37.50 to $54.37	3,592,979	4.5	46.33	3,477,354	46.16
	12,617,139	7.3	$22.11	7,251,160	$31.15

The Company applies APB 25 and related interpretations in accounting for its plans. Accordingly, no compensation cost was recognized for its stock-based incentive compensation 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 123, net income/(loss) and earnings/(loss) per share would have been the following pro forma amounts:

		2001		2000		1999
Net income/(loss)	As reported	($  972	)	($  176	)	$     166
	Pro forma	($  986	)	($  189	)	$     158
Basic earnings/(loss) per share	As reported	($ 7.74	)	($ 1.40	)	$    1.36
	Pro forma	($ 7.85	)	($ 1.50	)	$    1.29
Diluted earnings/(loss) per share	As reported	($ 7.74	)	($ 1.40	)	$    1.36
	Pro forma	($ 7.85	)	($ 1.50	)	$    1.29

The pro forma results may not be representative of the effects on reported income/(loss) 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:

	2001			2000			1999
Risk-free interest rate		4.5	%		5.0	%		6.4	%
Expected life of option (years)		5.9			5.4			5.0
Expected stock price volatility		58.0	%		36.8	%		26.7	%
Expected dividend yield		0.0	%		0.0	%		4.5	%

The weighted average grant-date fair values for options granted during 2001, 2000 and 1999 were $3.36, $13.07, and $5.67, respectively.

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Crown Cork & Seal Company, Inc.

R. Debt

	2001			2000
Short-term debt (1)
Commercial paper				$	56
U.S. dollar bank loans/overdrafts	$	416			55
Other currency bank loans/overdrafts		48			121
Total short-term debt	$	464		$	232
Long-term debt
U.S. Dollars:
Credit facility borrowings (2)	$	1,402		$	1,962
Private placements: 7.54% due 2005		105			105
Senior notes and debentures:
7.13% due 2002		350			350
6.75% due 2003 (3)		400			400
6.75% due 2003		200			200
8.38% due 2005		300			300
7.00% due 2006 (3)		300			300
8.00% due 2023		200			200
7.38% due 2026		350			350
7.50% due 2096		150			150
Other indebtedness: rates in 2001 ranging from
2.00% to 10.77%, due 2002 through 2015		60			106
		3,817			4,423
Other currencies:
Credit facility borrowings (2)		741			353
6.00% Euro Bond due 2004		266			281
Other indebtedness in various currencies (average rates in 2001
ranging from 3.54% to 14.3%), due 2003 through 2010		13			35
Capital lease obligations in various currencies		19			25
Total long-term debt		4,856			5,117
Less: current maturities		(381	)		(68	)
Long-term debt, less current maturities	$	4,475		$	5,049

(1) The weighted average interest rates for commercial paper outstanding during 2000 and 1999 were 5.9% and 4.9% respectively. The weighted average interest rates for bank loans and overdrafts outstanding during 2001, 2000 and 1999 were 5.7%, 7.0% and 5.5% respectively.

(2) A committed $2,500 multicurrency revolving credit facility was in place at both December 31, 2001 and December 31, 2000. At December 31, 2001, $257 was available under the credit facility.

(3) On December 12, 1996, two wholly owned finance subsidiaries located in the United Kingdom and France sold public debt securities that were fully guaranteed by the Company. The face value of the notes bear interest 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. In May, 2000, the cross-currency swap on the Euro obligation was converted to a floating rate instrument with a coupon rate of EURIBOR less .89%. At December 31, 2001, the equivalent rate was 2.46%.

Aggregate maturities of long-term debt for the five years subsequent to December 31, 2001 are $381, $2,777, $272, $407 and $305, respectively. Cash payments for interest during 2001, 2000 and 1999 were $469, $385 and $377, respectively (including amounts capitalized of $1 in each of the three years.)

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Crown Cork & Seal Company, Inc.

The estimated fair value of the Company’s long-term borrowings, based on quoted market prices for the same or similar issues, was $3,612 at December 31, 2001.

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 was extended from February 4, 2002 to December 8, 2003. The term loan bears interest at LIBOR plus 3.5%, with a maturity date of February 4, 2002. In connection with the new facility and the term loan, the Company 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 repayment of notes, debentures and private placements, (iii) restrictions on the assumption of indebtedness and payment of dividends and (iv) restrictions on the use of proceeds from asset sales. Any credit facility or term loan repayments made using proceeds from the sale of assets will permanently reduce the funds available under the agreement. At December 31, 2001, there were outstanding letters of credit of $115 including $100 which reduced the borrowings available under the credit facility.

On January 30, 2002, the maturity date for $225 of the term loan was extended to August 4, 2002, and the remaining $175 was subsequently repaid on its original due date using net proceeds of $100 from asset sales and $75 of availability under the credit facility. The term loan balance was further reduced to $201 during the first quarter of 2002 using additional asset sale proceeds. The amended term loan bears an interest rate of LIBOR plus 4.5%.

S. Liquidity

The Company generated cash from operations of $310 in 2001. The cash from operations is net of payments of $469 for interest, $98 for funding of U.S. pension plans, and asbestos-related payments of $118. After capital expenditures of $168, the Company’s remaining cash flow was $142. In 2002, the Company expects that a significant portion of its 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 $75 in 2002 and expects to make asbestos-related payments of approximately $110. As discussed in Note L, however, many factors influence the Company’s ability to predict its liability for asbestos.

The Company cannot access the commercial paper market due to downgrades in its credit rating and, as a result, the Company funds its operations through its $2,500 multi-currency credit facility.

At December 31, 2001, the Company had $2,543 of senior secured bank debt, including $2,143 due under its credit facility and $400 under its term loan. The Company also had $2,621 of outstanding notes. During the first quarter of 2002, the Company repaid $199 of the term loan with proceeds from asset sales and availability under the senior credit facility. The remaining $201 is due August 4, 2002. The balance of the bank debt of $2,143 is due December 8, 2003. The Company is also obligated to repay notes of $350 on September 1, 2002, $200 on April 15, 2003, and $400 on December 15, 2003. Based upon projections currently available the Company believes it can pay its obligations due in 2002 through cash generated from operating activities and cash on hand.

In order to meet its short-term and long-term obligations, improve its financial position and enhance its ability to refinance or extend the maturity of the bank debt due in December 2003, the Company is reviewing various strategies. Such strategies include generating additional cash from operations, increasing its asset securitizations, disposing of selected assets and restructuring the terms of the Company’s debt, including the possible extension of maturities and principal reduction. Repayment of its scheduled obligations in 2003 will be dependent upon the implementation of one or more of the strategies mentioned above. As a result of the downgrades in the Company’s credit ratings during 2000 and 2001 and the uncertainties regarding its

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Crown Cork & Seal Company, Inc.

asbestos-related liabilities, the Company’s ability to obtain new financing has been restricted and there can be no assurance that the Company will be able to access the capital markets in the future, successfully repay, refinance or restructure its debt or complete asset sales on a timely basis or on favorable terms.

T. Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, receivables, accounts payable, short and long-term debt, foreign currency exchange forwards and swaps, interest rate and cross-currency swaps and commodity forwards. Fair values for cash and cash equivalents, receivables, 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 at December 31, 2001 is disclosed within Note R above. The fair value of derivative financial instruments outstanding at December 31, 2001 is discussed below within each risk management activity. Fair value is generally determined by broker quotes or quoted market prices for the same or similar instruments.

The Company addresses its financial exposures through a controlled program of risk management that includes the use of derivative financial instruments. The use of these instruments is currently limited due primarily to recent downgrades in the Company’s corporate credit ratings. To limit its exposure to credit risk from counterparties, the Company diversifies the counterparties used and monitors the concentration of risk. Counterparties to these contracts are major financial institutions. The Company enters into foreign exchange contracts, including forwards and swaps, to reduce the effects of fluctuations in foreign currency exchange rates on its assets, liabilities, firm commitments and anticipated transactions. The Company does not generally hedge its exposure to translation gains or losses on its non-U.S. net assets because local cash flows are often reinvested within the operations which generate them and, where possible, borrowings are obtained in the local functional currency. The Company enters into interest rate and cross-currency swap contracts to reduce interest rate risk and to modify the characteristics of its outstanding debt. The Company, to a lesser extent, enters into commodity forward contracts which are used in combination with commercial supply contracts to minimize its exposure to significant price fluctuations in the basic raw materials for its products. The maturity of the commodity instruments correlate to the actual purchases of the commodities. The Company does not use derivative instruments for trading purposes and enters into only those contracts that it considers appropriate for the conduct of its business.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge relationships. This process includes identifying all derivative instruments that are designated as fair value or cash flow hedges to specific exposures, recognized or anticipated. This designation is performed on the date that the derivative financial instrument is entered into. The Company formally assesses, both at the inception of the hedge and on an ongoing basis, whether each derivative instrument is highly effective in offsetting changes in the fair values or cash flows of the hedged item. If it is determined that a derivative instrument is not highly effective as a hedge, or if a derivative instrument ceases to be a highly effective hedge, the Company discontinues hedge accounting with respect to that derivative prospectively.

Cash Flow Hedges. The Company designates certain derivative instruments as cash flow hedges of anticipated purchases and sales, including foreign currency denominated intercompany transactions. The risk management objective for these hedges is to protect functional currency cash flows from the effects of volatility in interest and foreign exchange rates and commodity prices. In its effort to reduce risk, the Company uses cross-currency swaps (interest and foreign currency) and foreign exchange and commodity forwards. For hedges of anticipated cash flows outstanding during the year, the ineffective portion of these hedges was not material and no components of the hedge contracts were excluded from the measurement of effectiveness.

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Crown Cork & Seal Company, Inc.

The Company has designated two cross-currency swaps to hedge long-term U.S. dollar debt in the U.K. with a notional value of $500. The swaps converted fixed rate U.S. dollar debt into fixed rate sterling debt. The swap agreements mature within two to five years. These swaps were highly effective in reducing the related risk. The fair value of these swaps at December 31, 2001 was a gain of $58 and was reported in non-current assets in the Consolidated Balance Sheet.

The Company also designated commodity and currency forwards to hedge its risk to changes in commodity prices. Contracts outstanding at December 31, 2001 mature between three and thirty-six months. The Company assesses hedge effectiveness based on changes in forward commodity prices and foreign exchange rates. The fair value of these contracts at December 31, 2001 was a loss of $3.

The Company also used foreign currency forwards during 2001 to hedge exposures to foreign currency cash flows related to forecasted foreign currency denominated sales. Fair value on these contracts was reclassified to earnings as revenue when the foreign currency denominated sale affected earnings. There were no such hedges in effect at December 31, 2001.

A reconciliation of current period changes in fair value, net of applicable income taxes, reported in accumulated other comprehensive loss as “derivatives qualifying as hedges” in the Consolidated Statement of Shareholders’ Equity follows:

Transition adjustment as of January 1, 2001	($18	)
Current period changes in fair value -net of ($11) tax	21
Reclassification to earnings - net of $2 tax	(7	)
Balance at December 31, 2001	($ 4	)

During 2001 changes in fair value for outstanding cash flow hedges, primarily cross-currency swaps, amounted to a net gain of $21. This gain primarily reflects the impact of declining market interest rates. The reclassification to earnings, a net charge of $7, includes the transfer out of equity of foreign exchange gains on the remeasurement of the U.S dollar debt into sterling at rates in effect at December 31, 2001; interest, paid or to be paid, appropriately discounted at current market rates; and, to a lesser extent, gains from maturing commodity contracts. During the next twelve months ending December 31, 2002, approximately $3 (net of tax), excluding the impact of fluctuations in exchange rates, is expected to be reclassified to earnings from accumulated other comprehensive loss. This charge includes the fair value of maturing foreign exchange and commodity contracts and the payment and accrual of interest related to the cross-currency swaps. The actual amount that will be reclassified to earnings over the next twelve months will vary from this amount as a result of changes in market conditions, including foreign exchange rates. No amounts were reclassified to earnings during 2001 in connection with forecasted transactions that were no longer considered probable.

Fair Value Hedges. The Company designates certain derivative instruments as fair value hedges of its long-term debt, other recognized assets and liabilities and unrecognized firm commitments. The risk management objective of fair value hedges is to protect the functional currency values on the recognized assets, liabilities and firm commitments from the effects of volatility in interest rates and foreign exchange rates that might occur prior to their conversion into the functional currency. For fair value hedges, except unrecognized firm commitments, the Company excludes the time value component of the derivative instrument in the measurement of hedge effectiveness. Amounts excluded from the assessment and measurement of effectiveness were reported in earnings and amounted to less than $1 before income taxes. The impact on earnings from hedge ineffectiveness was not material.

The Company has designated a cross-currency swap to hedge long-term U.S. dollar debt in France with a notional value of $200. The swap converted fixed rate U.S. dollar debt into variable rate Euro debt indexed to EURIBOR. The swap agreement matures within two years. The fair value of this swap at December 31, 2001

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Crown Cork & Seal Company, Inc.

was a gain of $18 and was reported in non-current assets in the Consolidated Balance Sheet. Changes in fair value of the swap were reported in earnings along with changes in the fair value of the hedged long-term debt and foreign exchange adjustments from the remeasurement of the debt. The impact on earnings during 2001 from changes in fair value was a loss of $2 and was reported in interest expense in the Consolidated Statement of Operations.

The Company designates certain foreign currency forward exchange contracts as fair value hedges of recognized assets and liabilities, generally trade accounts receivable and payable, and unrecognized firm commitments. Changes in the fair value of the derivative instruments that are highly effective and that are designated as fair value hedges are reported in earnings. While these hedging instruments are subject to fluctuations in value, such fluctuations are offset by changes in the value of the underlying exposures being hedged. The fair value of the forward exchange contracts outstanding at December 31, 2001 was not material. There was no gain or loss recognized in earnings as a result of a hedged firm commitment that no longer qualified as a fair value hedge.

U. Earnings Per Share (“EPS”)

The following table summarizes the basic and diluted earnings per share computations for 2001, 2000 and 1999:

	Income/ (loss)			Average   Shares		EPS
2001
Net loss before cumulative effect of a change in accounting	($	976	)				($ 7.77	)
Cumulative effect of a change in accounting		4					.03
Basic and diluted EPS	($	972	)		125.6	($	7.74	)
2000
Net loss	($	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

Basic EPS excludes all potentially dilutive securities and is computed by dividing income/(loss) 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.

Basic and diluted EPS are the same for the twelve months ended December 31, 2001, 2000 and 1999. Potentially dilutive common stock equivalents resulting from the assumed conversion of weighted average outstanding preferred stock, amounting to 1.3 million in 2000 and 8.4 million in 1999, would have been anti-dilutive. Also, common shares contingently issuable upon the exercise of outstanding stock options, amounting to 11.9 million in 2001 and 7.7 million in 2000, were excluded from the computation of diluted earnings per share because the exercise prices of the then outstanding options were above the average market price for the related periods.

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Crown Cork & Seal Company, Inc.

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

V. 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, so the Company has some plans which are not funded.

Plan assets of Company-sponsored plans of $2,823 consist principally of common stocks, fixed income securities and other investments, including $16 of the Company’s common stock.

The 2001, 2000 and 1999 components of pension expense/(income) were as follows:

U.S.	2001			2000			1999
Service cost	$	9		$	8		$	10
Interest cost		88			91			87
Expected return on plan assets		(98	)		(127	)		(125	)
Recognized actuarial loss/(gain)		18			(2	)		5
Recognized prior service cost		2			2			2
Total pension expense/(income)	$	19		($	28	)	($	21	)
Non-U.S.
Service cost	$	27		$	28		$	29
Interest cost		132			136			141
Expected return on plan assets		(227	)		(227	)		(220	)
Recognized actuarial loss		3			2			3
Cost attributable to plant closings					3			2
Total pension income	($	65	)	($	58	)	($	45	)

Additional pension expense of $4, $5 and $6 was recognized in 2001, 2000 and 1999, respectively, for non-Company sponsored plans.

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for U.S. pension plans with accumulated benefit obligations in excess of plan assets were $1,229, $1,203 and $844, respectively, as of December 31, 2001, and $1,133, $1,111 and $923, respectively, as of December 31, 2000.

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for non-U.S. pension plans with accumulated benefit obligations in excess of plan assets were $199, $181 and $94, respectively, as of December 31, 2001 and $205, $187 and $102, respectively, as of December 31, 2000.

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Crown Cork & Seal Company, Inc.

Changes in the benefit obligations and plan assets for 2001 and 2000 were as follows:

Change in Benefit Obligation	2001			2000
U.S.
Benefit obligation at January 1	$	1,198		$	1,152
Service cost		9			8
Interest cost		88			91
Plan participants' contributions		1			1
Amendments		1			2
Settlements		(9	)
Special termination benefits		5
Actuarial loss		60			66
Benefits paid		(124	)		(122	)
Benefit obligation at December 31	$	1,229		$	1,198
		2001			2000
Non-U.S.
Benefit obligation at January 1	$	1,942		$	1,997
Service cost		27			28
Interest cost		132			136
Plan participants' contributions		7			8
Curtailments					1
Actuarial loss		10			39
Benefits paid		(104	)		(107	)
Foreign currency exchange rate changes		(59	)		(160	)
Benefit obligation at December 31	$	1,955		$	1,942
Change in Plan Assets		2001			2000
U.S.
Fair value of plan assets at January 1	$	1,009		$	1,279
Actual return on plan assets		(131	)		(154	)
Employer contributions		98			5
Plan participants' contributions		1			1
Settlements		(9	)
Benefits paid		(124	)		(122	)
Fair value of plan assets at December 31	$	844		$	1,009
Plan assets less than benefit obligation		($ 385	)		($ 189	)
Net transition obligation		6			6
Unrecognized actuarial loss		639			372
Unrecognized prior service cost		16			16
Net amount recognized	$	276		$	205
Amounts recognized in the balance sheet consist of:
Prepaid benefit cost				$	24
Accrued benefit liability	($	361	)		(191	)
Intangible asset		23			23
Accumulated other comprehensive income		614			349
Net amount recognized	$	276		$	205

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Crown Cork & Seal Company, Inc.

Additional minimum pension liabilities of $637 and $372 have been recognized at December 31, 2001 and 2000, respectively.

Change in Plan Assets	2001			2000
Non-U.S.
Fair value of plan assets at January 1	$	2,284		$	2,251
Actual return on plan assets		(161	)		283
Employer contributions		20			21
Plan participants' contributions		7			8
Benefits paid		(104	)		(107	)
Foreign currency exchange rate changes		(67	)		(172	)
Fair value of plan assets at December 31	$	1,979		$	2,284
Plan assets in excess of benefit obligation	$	24		$	342
Unrecognized actuarial loss		473			77
Unrecognized prior service cost		9			11
Net amount recognized	$	506		$	430
Amounts recognized in the balance sheet consist of:
Prepaid benefit cost	$	565		$	502
Accrued benefit liability		(117	)		(122	)
Intangible asset		7			8
Accumulated other comprehensive income		51			42
Net amount recognized	$	506		$	430

Additional minimum pension liabilities of $58 and $50 have been recognized at December 31, 2001 and 2000, respectively. An obligation for special termination benefits was recorded in 2001 related to the closure of a U.S. food can plant. Settlements in 2001 occurred in the Company’s supplemental executive retirement plan.

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

U.S.	2001	2000	1999
Discount rate	7.3%	7.8%	8.3%
Compensation increase	3.5%	3.5%	3.5%
Long-term rate of return	10.0%	10.5%	10.8%
Non-U.S.
Discount rate	6.5%	7.2%	7.2%
Compensation increase	4.4%	5.2%	5.1%
Long-term rate of return	10.5%	10.5%	11.0%

Other Postretirement Benefit Plans. The Company sponsors 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:

		2001			2000			1999
Service cost	$	5		$	4		$	4
Interest cost		47			45			41
Recognized prior service cost		(1	)		(2	)		(1	)
Loss attributable to plant closings		2						1
Net periodic benefit cost	$	53		$	47		$	45

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

	2001			2000
Benefit obligations at January 1	$	633		$	571
Service cost		5			4
Interest cost		47			45
Special termination benefits		3
Actuarial loss		48			71
Benefits paid		(58	)		(56	)
Foreign currency exchange rate changes		(1	)		(2	)
Benefit obligation at December 31		677			633
Unrecognized actuarial loss		(109	)		(61	)
Unrecognized prior service cost		5			7
Net amount recognized	$	573		$	579

Special termination benefits were incurred in 2001 for the closing of a U.S. food can plant.

The health care accumulated postretirement benefit obligation was determined at December 31, 2001 and 2000 using health care trend rates of 8.5% and 8.6%, respectively, decreasing to 4.9% over seven years and eight years, respectively. The assumed long-term rate of compensation increase used for life insurance was 3.5% at both December 31, 2001 and 2000. The discount rate was 7.2% and 7.7% at December 31, 2001 and 2000, respectively. Changing the assumed health care cost trend rate by one percentage point in each year would change the accumulated postretirement benefit obligation by $46 and the total of service and interest cost by $4.

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 up to 1.5% of a participant’s compensation.

Employee Stock Purchase Plan. The Company 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 2001 and 2000 were 606,657 and 218,351, respectively, and the Company’s contributions were less than $1 in both years.

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Crown Cork & Seal Company, Inc.

W. Income Taxes

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

		2001			2000			1999
U.S.	($	372	)	($	398	)	($	35	)
Foreign		(72	)		181			344
	($	444	)	($	217	)	$	309
The provision/(benefit) for income taxes consists of the following:
Current tax provision:
U.S. Federal				$	1		$	19
State and foreign	$	48			37			47
		48			38			66
Deferred tax provision:
U.S. Federal		452			(128	)		14
State and foreign		28			32			25
		480			(96	)		39
Total	$	528		($	58	)	$	105

Prior to the fourth quarter of 2001, the Company considered it more likely than not that its U.S. deferred tax assets would be fully realized though income from operations and certain contemplated transactions, including asset divestitures and a debt restructuring. Due to declining U.S. profits, the inability to consummate the contemplated transactions in 2001, and the uncertainty as to the prospects for future success of any such transactions, the Company determined that it was not likely that the tax assets would be realized in the foreseeable future. Accordingly, during the fourth quarter of 2001, the Company established a valuation allowance of $659 to fully reserve its net U.S. deferred tax assets as of December 31, 2001. This allowance included a charge of $452 as shown in the table above for pre-2001 deferred tax assets, $114 for benefits not recognized on current-year losses, and $93 for the deferred tax on the current year addition to the minimum pension liability. The federal provision of $452 included a charge of $122 for deferred tax assets that were set up for prior years’ additional minimum pension liability. In the event that the minimum pension liability is substantially eliminated in future periods, the Company will recognize an income tax benefit of $122.

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

	2001		2000		1999
U.S. statutory rate	35.0	%	35.0	%	35.0	%
Non-U.S. operations at different rates	3.2		10.6		(10.4	)
Effect of non-U.S. statutory rate changes	.5				(1.9	)
Acquisition of goodwill	(8.9	)	(18.7	)	13.9
Valuation allowance	(132.5	)	(.1	)	(2.9	)
Impairment loss on African subsidiaries	(16.1	)
Other items, net	(.1	)	(.1	)	.3
Effective income tax rate	(118.9	)%	26.7	%	34.0	%

The valuation allowance caption for 2001 includes the charge to fully reserve the Company’s net U.S. deferred tax assets and for 2000 and 1999 includes a benefit for the reduction of reserves for tax contingencies, offset by a net charge for valuation allowance adjustments. The impairment loss on African subsidiaries caption

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Crown Cork & Seal Company, Inc.

includes the non-deductible write-off of goodwill and accumulated foreign currency translation adjustments. Further information on this impairment loss is included in Note N to the consolidated financial statements.

The Company paid taxes (net of refunds) of $54, $43 and $47 in 2001, 2000 and 1999, respectively.

The components of deferred tax assets and liabilities at December 31, were:

	2001					2000
	Asset			Liability		Asset			Liability
Depreciation				$	303				$	348
Tax loss and credit carryforwards	$	428				$	270
Postretirement and postemployment benefits		203					205
Pensions					23					73
Asbestos		121					147
Inventories					14					18
Accruals and other		126			57		132			56
		878			397		754			495
Valuation allowance		(766	)				(104	)
	$	112		$	397	$	650		$	495

Prepaid expenses and other current assets included $12 and $17 of deferred tax assets at December 31, 2001 and 2000, respectively.

Carryforwards of $35 expire over the next five years; $291 expire in years six through twenty; and $102 can be utilized over an indefinite period.

The valuation allowance of $766 included $58 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 $816 and $848 as of December 31, 2001 and 2000, respectively. Management has no plans to distribute such earnings in the foreseeable future.

X. 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 ended December 31, 2001, 2000 and 1999:

	December 31, 2001
	Americas		Europe		Asia-Pacific		Corporate			Total
External sales	$	3,666	$	3,200	$	321				$	7,187
Depreciation & amortization		212		259		21	$	7			499
Provision for asbestos								51			51
Provision for restructuring		36		12							48
Provision for asset impairments		2		206		7					215
Segment income/(loss)		69		48		20		(136	)		1
Capital expenditures		75		82		6		5			168
Equity investments		34		65							99
Deferred tax assets		5		100		11		1			117
Segment assets		3,364		5,644		388		224			9,620

	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
Provision for asbestos								255			255
Provision for restructuring		15		34				3			52
Provision for asset impairments				8				18			26
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
Provision for asbestos									163			163
Provision for restructuring		(14	)		2				5			(7	)
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

A reconciliation of segment income to consolidated pre-tax income for the years ended December 31, 2001, 2000 and 1999 is as follows:

INCOME	2001			2000			1999
Segment income	$	1		$	165		$	646
Interest expense		455			393			367
Interest income		(18	)		(20	)		(25	)
(Gain)/loss on sale of assets		(2	)		1			(18	)
Translation and exchange adjustments		10			8			13
Income/(loss) before income taxes		($444	)		($217	)	$	309

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Crown Cork & Seal Company, Inc.

For the years ended December 31, 2001, 2000 and 1999, no one customer accounted for more than 10% of the Company's consolidated net sales.

Sales for major products were:

PRODUCTS	2001		2000		1999
Metal beverage cans and ends	$	2,349	$	2,339	$	2,461
Metal food cans and ends		2,057		2,135		2,489
Other metal packaging		1,171		1,243		1,381
Plastic packaging		1,550		1,495		1,508
Other products		60		77		159
Consolidated net sales*	$	7,187	$	7,289	$	7,998

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

GEOGRAPHIC
	Net Sales*						Long-lived Assets
		2001		2000		1999		2001		2000		1999
United States	$	2,898	$	2,981	$	3,250	$	985	$	1,103	$	1,162
United Kingdom		834		876		1,044		389		446		494
France		657		690		798		205		242		270
Other		2,798		2,742		2,906		1,039		1,178		1,329
Consolidated total	$	7,187	$	7,289	$	7,998	$	2,618	$	2,969	$	3,255

* Net sales for 1999 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.

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Crown Cork & Seal Company, Inc.

Quarterly Data (unaudited)

(in millions)	2001								2000
	First		Second		Third		Fourth		First	Second		Third	Fourth
Net sales*	$1,658		$1,878		$1,985		$1,666		$1,699	$1,935		$2,019	$1,636
Gross profit**	166	(1)	240		219		65	(4)	249	236	(6)	276	115	(8)
Net income/(loss)
available to common
shareholders	(46	)(1)(2)	5	(3)	(13	)	(918	)(5)	21	(4	)(7)	44	(237	)(9)
Earnings/(loss) per
average common
share: +
Basic and diluted	($.37	)(1)(2)	$.04	(3)	($.10	)	($7.30	)(5)	$.17	($.03	)(7)	$.35	($1.89	)(9)
Dividends***									.25	.25		.25	.25
Average common
shares
outstanding:
Basic	125.6		125.6		125.6		125.7		123.9	127.4		125.8	125.6
Diluted	125.6		125.6		125.6		125.7		128.6	127.4		125.8	125.6
Common stock
price range:****
High	$9.75		$5.90		$5.04		$3.04		$24.19	$18.31		$16.19	$10.63
Low	3.35		2.51		2.00		.83		13.00	14.38		10.13	2.94
Close	4.05		3.75		2.29		2.54		16.00	15.00		10.69	7.44

† Diluted earnings per share for 2001 and 2000 are the same as basic because common stock equivalents, including stock options and convertible preferred stock, were not material or inclusion in the calculations would have been anti-dilutive. For further details see Note U to the consolidated financial statements.

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

*** No cash dividends were paid in 2001.

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

(1) Includes net pre-tax restructuring charges of $2 ($1 after taxes or $.01 per share).

(2) Includes an after-tax credit of $4 or $.03 per share for the cumulative effect of a change in accounting. Excluding the impact of a change in accounting and the restructuring charges in (1) above, net loss was $49 or $.39 per share. See Notes A and M for additional details.

(3) Includes pre-tax impairment charges of $4 ($3 after taxes or $.02 per share) and a net restructuring credit of $1. Net income, after excluding the impairment charges, net restructuring credit and a gain on the sale of assets of $1 ($1 after-tax or $.01 per share) was $6. Earnings per share was unchanged.

(4) Includes pre-tax restructuring charges of $47.

(5) Includes after-tax charges for (i) asset impairments of $207 or $1.65 per share, from the announced sale of certain African operations to Nampak Ltd., (ii) restructuring activities of $46 or $.37 per share, (iii) a provision for asbestos of $51 or $.41 per share and (iv) a gain on the sale of assets of $1 or $.01 per share along with tax charges of $510 or $4.06 per share to increase the valuation allowance associated with net U.S. deferred tax assets. Excluding the impact of these adjustments, net loss was $105 or $.84 per share. See Notes L, M and N for additional details.

(6) Includes restructuring charges of $51 and a bad debt provision of $20 for a food can customer in bankruptcy proceedings.

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Crown Cork & Seal Company, Inc.

(7) Includes after-tax charges for (i) restructuring activities of $36 or $.28 per share, (ii) asset impairments of $19 or $.15 per share and (iii) a bad debt provision of $13 or $.10 per share referred to in (6) above. Excluding the impact of the restructuring and impairment charges and the bad debt provision, net income was $64 or $.50 per share. See Notes D, M and N for additional details.

(8) Includes pre-tax bad debt provision of $35 ($23 after-tax or $.18 per 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 share. See Notes D and M for further details.

(9) Includes after-tax charges for asbestos of $166 or $1.32 per share, and a loss on the sale of assets of $1 or $.01 per share. Excluding the impact of these items, and the bad debt provision and restructuring adjustment in (8), net loss was $46 or $.37 per share. See Note L for further details.

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Crown Cork & Seal Company, Inc.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

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, 2001
Allowances deducted from assets to which they apply:
Trade accounts receivable	$116	$   5			$26	$ 95
Deferred tax assets	104	574	*	$93	5	766
* Includes $452 for pre-2001 U.S. deferred tax assets and $114 for tax benefits not recognized on 2001 U.S. losses.

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

ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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Crown Cork & Seal Company, Inc.

PART III

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 22, 2002, 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	56	Chairman of the Board, President
		and Chief Executive Officer
Alan W. Rutherford	58	Vice Chairman of the Board,
		Executive Vice President and
		Chief Financial Officer
William R. Apted	54	Executive Vice President and
		President-European Division
Frank J. Mechura	59	Executive Vice President and
		President-Americas Division
William H. Voss	56	Executive Vice President and
		President-Asia-Pacific Division
Timothy J. Donahue	39	Senior Vice President - Finance
Thomas A. Kelly	42	Vice President and Corporate
		Controller

ITEM 11. EXECUTIVE COMPENSATION

The information set forth on pages 8 through 14 of the Company’s Proxy Statement dated March 22, 2002, 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 22, 2002, in the sections entitled “Proxy Statement-Meeting, April 25, 2002” 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 22, 2002, 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 26 through 56 of this Report).

(2) Financial Statement Schedules:

Schedule Number

II.- Valuation and Qualifying Accounts and Reserves (see page 59 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 March 31, 2001 (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 Amendment and Restatement dated as of February 4, 2002, to and in respect of the Credit Agreement dated as of February 4, 1997, as previously amended and restated on March 2, 2001, among the Registrant, the Subsidiary Borrowers referred to therein, the Lenders referred to therein and JP Morgan Chase Bank, as Administrative 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 (incorporated by reference to Exhibit 4.n of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-2227)).

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 Agent (incorporated by reference to Exhibit 4.0 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-2227)).

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 Agent (incorporated by reference to Exhibit 4.p of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-2227)).

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 Agent (incorporated by reference to Exhibit 4.q of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-2227)).

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 Agent (incorporated by reference to Exhibit 4.r of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-2227)).

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)).

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Crown Cork & Seal Company, Inc.

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)).

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. Receivables Purchase Agreement dated as of January 26, 2001, as amended and restated as of May 7, 2001, among Crown Cork &Seal Receivables (DE) Corporation, as Seller, Crown Cork &Seal Company (USA), Inc., as Servicer, the banks and other financial institutions partly thereto, as Purchasers, and Citibank, N.A., as the Agent (incorporated by reference to Exhibit 10.a of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 1-2227)).

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Crown Cork & Seal Company, Inc.

10.b. Receivables Contribution and Sale Agreement dated as of January 26, 2001, as amended and restated as of May 7, 2001, among Crown Cork & Seal Company (USA), Inc., Constar, Inc., Risdon-AMS (USA) Inc., Zeller Plastiks, Inc., and Crown Cork & Seal Canada Inc., as Sellers, Crown Cork & Seal Receivables (DE) Corporation, as Buyer, and Crown Cork & Seal Company (USA), Inc., as the Buyer's Servicer (incorporated by reference to Exhibit 10.b of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 1-2227)).

10.c. Undertaking Agreement dated as of January 26, 2001, as amended and restated as of May 7, 2001, made by Crown Cork &Seal Company, Inc., as the Parent, in favor of the Purchasers referred to therein and Citibank, as Agent (incorporated by reference to Exhibit 10.c of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 1-2227)).

10.d. Amendment to Receivables Purchase Agreement dated as of June 8, 2001, among Crown Cork & Seal Receivables (DE) Corporation, Crown Cork & Seal Company (USA), Inc., the banks and other financial institutions party thereto as the Initial Purchasers and Citibank, N.A. as administrative agent.

10.e Employment Contracts:

(1) Employment contract between Crown Cork & Seal Company, Inc. and John W. Conway dated January 3, 2000 Agent (incorporated by reference to Exhibit 10.a.2 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-2227)).

(2) Employment contract between Crown Cork & Seal Company, Inc. and Alan W. Rutherford dated January 3, 2000 (incorporated by reference to Exhibit 10.a.3 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-2227)).

(3) Employment contract between Crown Cork & Seal Company, Inc. and William J. Avery dated January 3, 2000 (incorporated by reference to Exhibit 10.a.1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-2227)).

10.f Retirement Agreement, dated January 4, 2001, between Crown Cork & Seal Company, Inc. and William J. Avery (incorporated by reference to Exhibit 10.a of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (File No. 1-2227)).

10.g Consulting Agreement, dated February 22, 2001, between Crown Cork & Seal Company, Inc. and William J. Avery (incorporated by reference to Exhibit 10.b of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (File No. 1-2227)).

10.h Form of Restricted Stock Agreement, dated March 15, 2000 and entered into by Messrs. Avery, Conway and Rutherford (incorporated by reference to Exhibit 10.d of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-2227)).

10.i 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.j 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.k 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.l 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)).

-64-

Crown Cork & Seal Company, Inc.

10.m 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.n 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.o 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.p 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.q Crown Cork & Seal Company, Inc. 2001 Stock-Based Incentive Plan, dated as of February 22, 2001 (incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 27, 2001 (File No. 1-2227)).

10.r 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.s 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.t 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).

Exhibits 10.e through 10.s, 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 November 20, 2001 the Registrant filed a Current Report Form 8-K for the following event:

the Company reported under:

Item 5. Other Events

that on November 20, 2001, the Company issued a news release announcing that it intended to delist its shares from the Paris Stock Exchange (Bourse) due to consistently low trading volumes. The action was to be effective on December 27, 2001.

-65-

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 27, 2002
		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 date indicated above:

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
Jenne K. Britell	James L. Pate
	/s/ Thomas A. Ralph
Arnold W. Donald	Thomas A. Ralph
/s/ Marie L. Garibaldi	/s/ Hugues du Rouret
Marie L. Garibaldi	Hugues du Rouret
/s/ Hans J. Löliger	/s/ Harold A. Sorgenti
Hans J. Löliger	Harold A. Sorgenti
/s/ John B. Neff
John B. Neff

EX-4

CONFORMED COPY

        AMENDMENT AND RESTATEMENT dated as of February 4, 2002, to and in respect of the Credit Agreement dated as of February 4, 1997, as previously amended and restated on March 2, 2001 (the “Credit Agreement”), 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 party thereto as lenders (the “Lenders”); and JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), a New York banking corporation, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

        A.  Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have extended credit to the Borrowers, and have agreed to extend credit to the Borrowers, in each case pursuant to the terms and subject to the conditions set forth therein.

        B.  The Borrowers have requested that the Lenders agree to amend and restate the Credit Agreement as set forth herein.

        C.  The Lenders are willing so to amend and restate the Credit Agreement, pursuant to the terms and subject to the conditions set forth herein.

        D.  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as amended and restated hereby).

        Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

        SECTION 1. Amendment and Restatement. Upon satisfaction of the conditions set forth in Section 4 below, the Credit Agreement is hereby deemed to be

2

amended and restated in its entirety in the form attached hereto as Exhibit A.

        SECTION 2. Consent to Extension of Maturity. Each Term Lender that executes and delivers a counterpart of this Amendment and Restatement hereby consents to the extension of the maturity of its outstanding Term Loans (in the principal amount set forth beneath its signature on the counterpart of this Amendment and Restatement or otherwise specified by notice to the Administrative Agent) to the Extended Term Loan Maturity Date (as defined in Exhibit A hereto); provided that such extension of maturity shall not become effective unless the conditions set forth in Section 4 below are satisfied.

        SECTION 3.Representations and Warranties. Each of the Borrowers represents and warrants to the Administrative Agent and to each of the Lenders that:

     (a) This Amendment and Restatement has been duly authorized, executed and delivered by the Borrowers and constitutes their legal, valid and binding obligation, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity.

     (b) The representations and warranties of the Borrowers set forth in the Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties, were, to such extent, true and correct in all material respects as of such earlier date.

     (c) On the date hereof and immediately after giving effect to this Amendment and Restatement, no Default has occurred and is continuing.

        SECTION 4. Conditions to Effectiveness. This Amendment and Restatement shall become effective when the

3

Administrative Agent shall have received (a) counterparts of this Amendment and Restatement that, when taken together, bear the signatures of the Borrowers, the Required Lenders and Revolving Lenders holding a majority of the Revolving Credit Commitments, and (b) payment of all fees payable by CCSC in connection with this Amendment and Restatement, as separately agreed.

        SECTION 5. Credit Agreement. Except as otherwise specified, any reference in any Loan Document to the Credit Agreement shall mean the Credit Agreement as amended and restated hereby.

        SECTION 6. APPLICABLE LAW. THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

        SECTION 7. Counterparts. This Amendment and Restatement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one agreement. Delivery of an executed signature page to this Amendment and Restatement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Amendment and Restatement.

        SECTION 8. Expenses. The Borrowers agree to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Amendment and Restatement, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent.

4

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be duly executed by their respective authorized officers as of the day and year first written above.

CROWN CORK & SEAL COMPANY, INC.,
by	/s/    Alan W. RutherfordName: Alan W. Rutherford Title: Vice Chairman of the Board, Executive Vice President and Chief Financial Officer

Attest:
[Corporate Seal]
by	/s/    William T. GallagherName: William T. Gallagher Title: Vice President, Secretary and General Counsel

SOCIETE DE PARTICIPATIONS CARNAUDMETALBOX SPC S.A.,
by	/s/    Howard C. LomaxName: Howard C. Lomax Title: PDC

5

CARNAUDMETALBOX DEUTSCHLAND GMBH,
by	/s/    Howard C. LomaxName: Howard C. Lomax Title: Gescheftsfuhrer

CROWN UK HOLDINGS LTD,
by	/s/    John Davidson Name: John Davidson Title: Director

JPMORGAN CHASE BANK, individually and as Administrative Agent,
by	/s/    Charles O. FeelgoodName: Charles O. Feelgood Title: Managing Director

AG CAPITAL FUNDING PARTNERS, L.P., By: Angelo, Gordon & Co., L.P., as Investment Advisor
by	/s/    John W. FraserName: John W. Fraser Title: Managing Director

6

AIG GLOBAL INVESTMENT CORP. CBO-3 LTD,
by	/s/    John G. Lapham, IIIName: John G. Lapham, III Title: Authorized Agent

ARAB BANK PLC,
by	/s/    Samer Tamimi Name: Samer Tamimi Title: Vice President

ARES III CLO LTD., By: ARES CLO Management, LLC, its Investment Manager
by	/s/    Seth J. BrufskyName: Seth J. Brufsky Title: Vice President

ARES IV CLO LTD., By: Ares CLO Management IV, L.P., Investment Manager By: Ares CLO GP IV, LLC, its Managing Member
by	/s/    Seth J. Brufsky Name: Seth J. Brufsky Title: Vice President

7

AVENUE SPECIAL SITUATIONS FUND II, L.P., By: Avenue Capital Partners II LLC By: GLS Partners II, LLC
by	/s/    Sonia GardnerName: Sonia Gardner Title: Managing Member

BANCA NAZIONALE DEL LAVORO S.P.A.-NY BRANCH,
by	/s/    Frederic W. HallName: Frederic W. Hall Title: Vice President

by
 /s/    Leonardo ValentiniName: Leonardo Valentini
Title: First Vice President

THE BANK OF NEW YORK,
by	/s/    David S. CsatariName: David S. Csatari Title: Assistant Vice President

BARCLAYS BANK PLC,
by	/s/    Steven LandzbergName: Steven Landzberg Title: Director

8

BNP PARIBAS,
by	/s/    Richard PaceName: Richard Pace Title: Vice President Corporate Banking Division

by
 /s/    Nanette BaudonName: Nanette Baudon
Title: Vice President

CITIGROUP,
by	/s/    Jeffrey NitzName: Jeffrey Nitz Title: Vice President

CREDIT AGRICOLE INDOSUEZ,
by	/s/    Frederik W. AaseName: Frederik W. Aase Title: Vice President

by
 /s/    Leo von Reisnig Name: Leo von Reisnig
Title: Vice President

9

CREDIT SUISSE FIRST BOSTON,
by	/s/    Jay ChallName: Jay Chall Title: Director

by
 /s/    Jeffrey BernsteinName: Jeffrey Bernstein
Title: Vice President

CSAM FUNDING I,
by	/s/    David LernerName: David Lerner Title: Authorized Signatory

THE DAI-ICHI KANGYO BANK, LIMITED,
by	/s/    Matthew G. MurphyName: Matthew G. Murphy Title: Vice President

DEUTSCHE BANK AG, NEW YORK BRANCH,
by	/s/    Christian DallwitzName: Christian Dallwitz Title: Vice President

by
 /s/    Oliver SchwarzName: Oliver Schwarz
Title: Vice President

10

EATON VANCE SENIOR INCOME TRUST, By: Eaton Vance Management as Investment Advisor
by	/s/    Payson F. SwaffieldName: Payson F. Swaffield Title: Vice President

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, By: Eaton Vance Management as Investment Advisor
by	/s/    Payson F. SwaffieldName: Payson F. Swaffield Title: Vice President

ERSTE BANK,
by	/s/    Brandon A. MeyersonName: Brandon A. Meyerson Title: Vice President
by	/s/    John S. RunnionName: John S. Runnion Title: Managing Director

FARALLON CROWN INVESTORS, L.L.C., By: Farallon Capital Management, L.L.C., its Manager
by	/s/    William MellinName: William Mellin Title: Managing Member

11

FIRST UNION NATIONAL BANK,
by	/s/    James BarwisName: James Barwis Title: Senior Vice President

FORTIS (USA) FINANCE LLC,
by	/s/    K. LoumanName: K. Louman Title: President

by
 /s/    Eugene OlivaName: Eugene Oliva
Title: Senior Vice President

FRANKLIN FLOATING RATE TRUST,
by	/s/    Chauncey LufkinName: Chauncey Lufkin Title: Vice President

FRANKLIN FLOATING RATE MASTER SERIES,
by	/s/    Chauncey LufkinName: Chauncey Lufkin Title: Vice President

12

FRANKLIN FLOATING RATE DAILY ACCESS FUND,
by	/s/    Chauncey LufkinName: Chauncey Lufkin Title: Vice President

FRANKLIN CLO I, LIMITED,
by	/s/    Chauncey LufkinName: Chauncey Lufkin Title: Vice President

FRANKLIN CLO II, LIMITED,
by	/s/    Chauncey LufkinName: Chauncey Lufkin Title: Vice President

GALAXY CLO 1999-1, LTD, By: SAI Investment Advisor, Inc. as Collateral Manager
by	/s/    John G. Lapham, IIIName: John G. Lapham, III Title: Authorized Agent

GOLDMAN SACHS CREDIT PARTNERS
by	/s/    Mark DentaleName: Mark Dentale Title: Authorized Signatory

13

GRAYSON & CO, By: Boston Management and Research as Investment Advisor
by	/s/    Payson F. SwaffieldName: Payson F. Swaffield Title: Vice President

THE INDUSTRIAL BANK OF JAPAN, LIMITED,
by	/s/    Akihiko MabuchiName: Akihiko Mabuchi Title: Senior Vice President

INTESABCI NEW YORK BRANCH,
by	/s/    Frank MaffeiName: Frank Maffei Title: Vice President

by
 /s/    J. DickerhofName: J. Dickerhof
Title: Vice President

KZH SOLEIL LLC,
by	/s/    Susan LeeName: Susan Lee Title: Authorized Agent

14

KZH SOLEIL-2 LLC,
by	/s/    Susan LeeName: Susan Lee Title: Authorized Agent

THE MAINSTAY FUNDS, on behalf of its HIGH YIELD CORPORATE BOND FUND series, By: MacKay Shields LLC its Investment Advisor
by	/s/    Robert A. MisiName: Robert A. Misi Title: General Counsel

NATEXIS BANQUES POPULAIRES,
by	/s/    Michael FerrisName: Michael Ferris Title: Vice President Leveraged Finance

by
 /s/    Michael J. StormsName: Michael J. Storms
Title: Associate

15

NORDEA BANK FINLAND PLC, (Successor in Interest to Merita Bank PLC)
by	/s/    Charles J. LansdownName: Charles J. Lansdown Title: Senior Vice President

by
 /s/    Ulf ForsstromName: Ulf Forsstrom
Title: Vice President

THE NORTHERN TRUST COMPANY,
by	/s/    Roger McDougalName: Roger McDougal Title: Second Vice President

NORTHWOODS CAPITAL, LIMITED, By: Angelo, Gordon & Co., L.P., as Collateral Manager
by	/s/    John W. FraserName: John W. Fraser Title: Managing Director

NORTHWOODS CAPITAL II, LIMITED, By: Angelo, Gordon & Co., L.P., s Collateral Manager
by	/s/    John W. FraserName: John W. Fraser Title: Managing Director

16

NORTHWOODS CAPITAL III, LIMITED, By: Angelo, Gordon & Co., L.P., as Collateral Manager
by	/s/    John W. FraserName: John W. Fraser Title: Managing Director

OCTAGON INVESTMENT PARTNERS II, LLC, By: Octagon Credit Ivnestors, LLC as sub-investment manager
by	/s/    Michael B. NechamkinName: Michael B. Nechamkin Title: Portfolio Manager

OCTAGON INVESTMENT PARTNERS IV, LTD., By: Octagon Credit Investors, LLC as collateral manager
by	/s/    Michael B. NechamkinName: Michael B. Nechamkin Title: Portfolio Manager

OXFORD STRATEGIC INCOME FUND, By: Eaton Vance Management as Investment Advisor
by	/s/    Payson F. SwaffieldName: Payson F. Swaffield Title: Vice President

17

PERRY PRINCIPALS, LLC,
by	/s/    William J. VernonName: William J. Vernon Title: Managing Director and Chief Financial Officer

PRESIDENT & FELLOWS OF HARVARD COLLEGE, By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority
by	/s/    Timothy PetersonName: Timothy Peterson Title: President

PROTECTIVE LIFE INSURANCE COMPANY,
by	/s/    Diane S. GriswoldName: Diane S. Griswold Title: Assistant Vice President

ROYAL BANK OF CANADA,
by	/s/    Sheryl L. GreenbergName: Sheryl L. Greenberg Title: Senior Manager

18

REGIMENT CAPITAL LTD., By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority
by	/s/    Timothy PetersonName: Timothy Peterson Title: President

SALOMON BROTHERS HOLDING COMPANY, INC.,
by	/s/    Pierre BatrouniName: Pierre Batrouni Title: Vice President

SANPAOLO IMI SPA,
by	/s/    Carlo PersicoName: Carlo Persico Title: General Manager

by
 /s/    Ettore ViazzoName: Ettore Viazzo
Title: Vice President

SATELLITE SENIOR INCOME FUND, LLC,
by	/s/    Matthew DeschampsName: Matthew Deschamps Title: Chief Financial Officer

19

SENIOR DEBT PORTFOLIO, By: Boston Management and Research as Investment Advisor
by	/s/    Payson F. SwaffieldName: Payson F. Swaffield Title: Vice President

SOCIETE GENERALE,
by	/s/    Jerry ParisiName: Jerry Parisi Title: Managing Director

SUMITOMO MITSUI BANKING CORPORATION,
by	/s/    C. Michael GarridoName: C. Michael Garrido Title: Senior Vice President

SUNAMERICA LIFE INSURANCE COMPANY,
by	/s/    John G. Lapham, IIIName: John G. Lapham, III Title: Authorized Agent

20

UFJ BANK, LIMITED, (Formerly known as The Sanwa Bank Ltd.)
by	/s/    Jean-Michel FatovicName: Jean-Michel Fatovic Title: Vice President

EXHIBIT A

CREDIT AGREEMENT

Dated as of February 4, 1997
As Amended and Restated as of February 4, 2002

Among

CROWN CORK & SEAL COMPANY, INC.,

THE SUBSIDIARY BORROWERS REFERRED TO HEREIN,

THE LENDERS REFERRED TO HEREIN,

And

JPMORGAN CHASE BANK
(formerly known as THE CHASE MANHATTAN BANK)
as Administrative Agent

_________________

JPMORGAN 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	37
SECTION 2.02	Procedure for Borrowing; Assigned Dollar Values	39
SECTION 2.03	Conversion and Continuation Options for Loans	41
SECTION 2.04	Swingline Loans	42
SECTION 2.05	Prepayments of Loans	45
SECTION 2.06	Letters of Credit	47
SECTION 2.07	[Reserved]	52
SECTION 2.08	Repayment of Loans; Evidence of Debt	52
SECTION 2.09	Interest Rates and Payment Dates	54
SECTION 2.10	Computation of Interest	56
SECTION 2.11	Fees	56
SECTION 2.12	Termination, Reduction or Adjustment of Commitments	57
SECTION 2.13	Inability to Determine Interest Rate;
	Unavailability of Deposits; Inadequacy of Interest Rate	59
SECTION 2.14	Pro Rata Treatment and Payments	62
SECTION 2.15	Illegality	64
SECTION 2.16	Requirements of Law	65
SECTION 2.17	Taxes	66
SECTION 2.18	Indemnity	70
SECTION 2.19	Change of Lending Office	70
SECTION 2.20	Sharing of Setoffs	70
SECTION 2.21	Assignment of Commitments Under Certain Circumstances	71
ARTICLE III
Representations and Warranties		72
SECTION 3.01	Organization, etc.	72
SECTION 3.02	Due Authorization, Non-Contravention, etc.	73
SECTION 3.03	Government Approval, Regulation, etc.	73

SECTION 3.04	Validity, etc.	73
SECTION 3.05	Financial Information	74
SECTION 3.06	No Material Adverse Change	74
SECTION 3.07	Litigation.	74
SECTION 3.08	Compliance with Laws and Agreements	75
SECTION 3.09	Subsidiaries	74
SECTION 3.10	Ownership of Properties	75
SECTION 3.11	Taxes	75
SECTION 3.12	Pension and Welfare Plans	76
SECTION 3.13	Environmental Warranties	76
SECTION 3.14	Regulations U and X	77
SECTION 3.15	Disclosure; Accuracy of Information	77
SECTION 3.16	Insurance	78
SECTION 3.17	Labor Matters	78
SECTION 3.18	Solvency	78
SECTION 3.19	Security Documents	79
ARTICLE IV
Conditions		80
SECTION 4.01	Effective Date	80
SECTION 4.02	Conditions to Each Credit Event	83
ARTICLE V
Affirmative Covenants		85
SECTION 5.01	Financial Information, Reports, Notices, etc.	85
SECTION 5.02	Compliance with Laws, etc.	88
SECTION 5.03	Maintenance of Properties	89
SECTION 5.04	Insurance	89
SECTION 5.05	Books and Records	89
SECTION 5.06	Environmental Covenant	89
SECTION 5.07	Information Regarding Collateral	90
SECTION 5.08	Existence; Conduct of Business	91
SECTION 5.09	Payment of Obligations	91
SECTION 5.10	Casualty and Condemnation	91
SECTION 5.11	Additional Subsidiaries; Holding Company Reorganization	92
SECTION 5.12	Further Assurances	93
SECTION 5.13	Use of Proceeds	95
SECTION 5.14	Release of Collateral	95
ARTICLE VI
Negative Covenants		95
SECTION 6.01	Indebtedness; Certain Equity Securities	95
SECTION 6.02	Liens	97
SECTION 6.03	Fundamental Changes	98
SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	99
SECTION 6.05	Asset Sales	101

SECTION 6.06	Sale and Leaseback Transactions	102
SECTION 6.07	Hedging Agreements	102
SECTION 6.08	Restricted Payments; Certain Payments of Indebtedness	103
SECTION 6.09	Transactions with Affiliates	104
SECTION 6.10	Restrictive Agreements	104
SECTION 6.11	Amendment of Material Documents	105
SECTION 6.12	Interest Expense Coverage Ratio	105
SECTION 6.13	Leverage Ratio	105
SECTION 6.14	Asbestos Payments	105
SECTION 6.15	Debt Repayment Funds	105
ARTICLE VII
Events of Default		106
SECTION 7.01	Listing of Events of Default	106
SECTION 7.02	Action if Bankruptcy	110
SECTION 7.03	Action if Other Event of Default	110
SECTION 7.04	Action if Event of Termination	110
ARTICLE VIII
The Agents		110
ARTICLE IX
Guarantee		113
SECTION 9.01	Guarantee	113
SECTION 9.02	Amendments, etc., with respect to the Subsidiary Borrower Obligations	114
SECTION 9.03	Guarantee Absolute and Unconditional	114
SECTION 9.04	Reinstatement	116
SECTION 9.05	Payments	116
SECTION 9.06	Independent Obligations	116
ARTICLE X
Miscellaneous		116
SECTION 10.01	Notices	116
SECTION 10.02	Survival of Agreement	118
SECTION 10.03	Binding Effect	118
SECTION 10.04	Successors and Assigns	118
SECTION 10.05	Expenses; Indemnity	124
SECTION 10.06	Right of Setoff	126
SECTION 10.07	Applicable Law	126
SECTION 10.08	Waivers; Amendment	126
SECTION 10.09	Interest Rate	128
SECTION 10.10	Entire Agreement	129
SECTION 10.11	WAIVER OF JURY TRIAL	129
SECTION 10.12	Severability	130
SECTION 10.13	Counterparts	130
SECTION 10.14	Headings	130

SECTION 10.15	Jurisdiction; Consent to Service of Process	130
SECTION 10.16	Judgments Relating to Subsidiary Borrowers	132
SECTION 10.17	Confidentiality	132
SECTION 10.18	Joint Liability of French Borrowers	133
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 February 4, 2002, 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 JP MORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), a New York banking corporation, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

        The parties hereto previously amended and restated 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, pursuant to an amendment and restatement of the Original Credit Agreement as of March 2, 2001 (the "Original Restated Credit Agreement").

        The parties hereto now desire to amend and restate the Original Restated Credit Agreement in the form hereof. 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.

        “Amendment and Restatement Agreement” means the Amendment and Restatement Agreement dated as of February 4, 2002 among the Borrowers, the Lenders and the Administrative Agent, relating to this Agreement.

         “Amendment and Restatement Effective Date” shall mean the date on which the conditions specified in Section 5 of the Amendment and Restatement Agreement are satisfied or waived.

        “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).

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        “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.

        “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

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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

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

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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, 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.

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        “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 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

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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.

        “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.

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        “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.

        “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.

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        “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 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).

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

        “Extended Term Loan” means a Term Loan the maturity of which has been extended to the Extended Term Loan Maturity Date pursuant to the Amendment and Restatement Agreement.

        “Extended Term Loan Maturity Date” means August 4, 2002.

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

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        “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.

        “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.

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        “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 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.

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        “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 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

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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.

        “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

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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 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

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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 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);

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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 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

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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 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

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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 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

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(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.

        “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

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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 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.

        “Non-Extended Term Lender” means a Lender with an outstanding Non-Extended Term Loan, in its capacity as such.

        “Non-Extended Term Loan” means a Term Loan that is not an Extended Term Loan.

        “Non-Extended Term Loan Maturity Date” means February 4, 2002.

        “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.

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

        “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 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

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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;

     (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;

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     (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 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

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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.

        "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

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     (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.

        “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

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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).

        “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

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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.

        “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.

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        “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.

        "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

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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 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

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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.

        “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, inter-

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est, 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.

        “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.

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        “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 the Non-Extending Term Loan Maturity Date or the Extended Term Loan Maturity Date, as applicable.

        “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 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

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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).

        “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

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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.

        “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.

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        "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).

        “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

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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 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

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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 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.

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        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 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

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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 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

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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.

        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

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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 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

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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 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.,

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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 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

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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 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

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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 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 the Asset Sale Prepayment Percentage (as defined below) of such Net Cash Proceeds and (ii) in the case of all other Prepayment Events, 100% of such Net Cash Proceeds. "Asset Sale Prepayment Percentage" means (1) 100%, until there are no Term Loans outstanding and the Revolving Credit Commitments have been reduced to $2,400,000,000, (2) 0% thereafter, until the total amount of Net Cash Proceeds received thereafter in respect of Prepayment Events described in clause (a) of the definition of "Prepayment Event" equals the Term Loan

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Reduction Amount, and (3) 50% thereafter. "Term Loan Reduction Amount" means the aggregate principal amount of Term Loan repayments and prepayments made by the Borrower but excluding the aggregate principal amount of mandatory prepayments made pursuant to this Section 2.05(d).

        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 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

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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.

        (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

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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 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

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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 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

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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 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

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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 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

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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, (ii) on the Non-Extended Term Loan Maturity Date (or such earlier date as, and to the extent that, such Non-Extended Term Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Non-Extended Term Loan held by each such Non-Extended Term Lender, in Dollars and (iii) on the Extended Term Loan Maturity Date (or such earlier date as, and to the extent that, such Extended Term Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Extended Term Loan held by each such Extended Term 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 (including, if such Loan is a Term Loan, whether such Loan is a Non-Extended Term Loan or an Extended Term 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.

        (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 per-

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mitted 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% (or, in the case of interest accruing on and after February 4, 2002, in respect of an Extended Term Loan, 4.50%) 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 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

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Alternate Base Rate plus (i) 2.50% (or, in the case of interest accruing on and after February 4, 2002, in respect of an Extended Term Loan, 3.50%) 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.

        Notwithstanding the above, to the extent CCSC or any of its Subsidiaries is permitted under this Agreement (as amended or amended and restated from time to time) to create, incur, assume or permit to exist any senior secured Indebtedness (a) the interest rate applicable to such senior secured Indebtedness shall be at least 0.25% less than the interest rate applicable to any Term Loan under this Agreement (“Interest Rate Differential”)or, (b) if not, CCSC shall, immediately after such senior secured Indebtedness is created, incurred, assumed or permitted to exist, enter into an amendment to this Agreement (in such form as reasonably required by the Administrative Agent) to increase the

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interest rate applicable to any Term Loan under this Agreement so that the Interest Rate Differential is at least 0.25%.

        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 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

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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 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

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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 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

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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 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,

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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 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,

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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 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

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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 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

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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 appropriate 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

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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, 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

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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 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

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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 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

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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 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

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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 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

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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) (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

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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 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

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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 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

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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 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.

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        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);

     (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 con-

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stitutes, 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 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

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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.

        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

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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 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

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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 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

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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 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").

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        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.

        (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

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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 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.

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     (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.

     (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

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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 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

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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.

     (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

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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.

     (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

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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.

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);

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     (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 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)

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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, 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

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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) on the 10th day of each month (or, if not a Business Day, the Business Day immediately following such day) a report setting forth (i) a description of the status of CCSC's asset sale program in such detail reasonably acceptable to the Administrative Agent, (ii) the amount of aggregate commitments, aggregate outstandings and aggregate unused availability on such date under the Permitted Receivables Financing, (iii) the amount of aggregate unused availability on such date of Revolving Credit Commitments, (iv) the aggregate amount of Permitted Investments held by CCSC and its Subsidiaries on such date and (v) the aggregate amount of cash held in immediately available funds by CCSC and its Subsidiaries on such date;

     (k) such other information respecting the condition or operations, financial or otherwise, of CCSC or any of its Subsidiaries as any Lender through 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

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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 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

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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 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

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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 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.

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        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 reasonable good faith judgment of CCSC, subject the directors or officers of such Foreign Subsidiary to criminal or other personal liability, and (ii) subject to paragraph (c) below, 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

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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.

        (c)  Notwithstanding any provision to the contrary in this Agreement or in the Pledge Agreements, the Loan Parties shall not be required to pledge the Equity Interests of any Foreign Subsidiary (other than a Foreign Loan Party) so long as the value of such Equity Interests is not material and such Foreign Subsidiary is organized in a jurisdiction that renders the pledging of such Equity Interests unreasonably burdensome, in each case determined by the Administrative Agent based on information provided to it by CCSC.

        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 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

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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 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

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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 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

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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 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;

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     (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 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;

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     (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 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

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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 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

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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 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;

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     (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 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;

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     (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, 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.

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        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;

     (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

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     (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 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

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(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

        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

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(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.

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.

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        (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 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

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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 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;

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     (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

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.

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        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.

        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

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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 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

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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 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

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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 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

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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 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

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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 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.

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        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 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);

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     (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

     (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

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     (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 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,

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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 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, (A)if the aggregate amount of the Commitment or Loans of the assigning Lender is a lesser amount, the entire amount of such Commitment or Loans, or (B) in any other 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

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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.

        (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

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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, 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

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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 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) except Chase Manhattan International Limited may allocate any proportion of its Tranche B Revolving Credit Commitment or Tranche B Revolving Loans in order to vote separate portions thereof in accordance with the direction of any Participant that (x) purchased any such portion on or before the Amendment and Restatement Effective Date and (y) was a Tranche B Revolving Lender immediately prior to such purchase. 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.

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        (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 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

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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, 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

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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 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.

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        (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 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

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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 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,

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(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 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

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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. 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

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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.

        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 other-

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wise 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 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).

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        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 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

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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 (“codébiteur solidaire”) for all the other Subsidiary Borrower Obligations of the French Borrowers.

{Remainder of page intentionally left blank]

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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	Name:  Title:

Attest:
[Corporate Seal]
by	Name:  Title:

JPMORGAN CHASE BANK, individually and as Administrative Agent,
by	Name:  Title:

CHASE MANHATTAN INTERNATIONAL LIMITED
by	Name:  Title:

EACH OF THE SUBSIDIARY BORROWERS LISTED ON SCHEDULE I HERETO,
by	Name:  Title:

EX-10

EXECUTION COPY

AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT

        AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 8, 2001 (this “Amendment”) among CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION, a Delaware corporation (the “Seller”), CROWN CORK & SEAL COMPANY (USA), INC., a Delaware corporation (“Crown (USA)”), the banks and other financial institutions listed on the signature pages hereof as the Initial Purchasers (the “Purchasers”) and CITIBANK, N.A., a national banking association, as administrative agent (the “Agent”) for the Purchasers and the other Owners.

        PRELIMINARY STATEMENTS:

        (1) The Seller, Crown (USA), the Purchasers and the Agent have entered into the Receivables Purchase Agreement dated as of January 26, 2001, as amended and restated as of May 7, 2001 (the “Receivables Purchase Agreement”). The Parent has entered into the Undertaking Agreement dated as of January 26, 2001, as amended and restated as of May 7, 2001 (the “Undertaking Agreement”) in favor of the Agent and the Purchasers. Capitalized terms defined in the Receivables Purchase Agreement and not otherwise defined in this Amendment are used in this Amendment as defined in the Receivables Purchase Agreement.

        (2) The Seller and Crown (USA) have requested the Purchasers and the Agent to agree to amend the Receivables Purchase Agreement to allow the Seller to cause all, or any part, of the Collections attributable to the Receivables Interests to be applied to reduce the Capital thereof, on the terms and conditions hereinafter set forth. The Seller, Crown (USA), the Purchasers and the Agent have agreed to so amend the Receivables Purchase Agreement.

        NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

        SECTION 1. Amendment. The Receivables Purchase Agreement is, effective as of the date hereof and subject to the satisfaction of the condition precedent set forth in Section 2 hereof, hereby amended as follows:

     (a) by amending the definition of “Daily Settlement Date” in Section 1.01 thereof by replacing the phrase “pursuant to clause (i)(B) of Section 2.05(a)” with the phrase “pursuant to clause (i)(B) or (ii)(B) of Section 2.05(a)";

     (b) by inserting the following definitions in Section 1.01 thereof, after the definition of “US Dollars” and before the definition of “Voting Interests”:

     “Voluntary Capital Reduction Amount” means, with respect to any Voluntary Capital Reduction Period, that amount of aggregate Capital reduction which shall be notified by the Seller to the Agent pursuant to that written notice by the Seller to the Agent which shall cause such Voluntary Capital Reduction Period to commence pursuant to the definition of “Voluntary Capital Reduction Period” contained in this Section 1.01, which amount shall be not less than $5,000,000 and shall be a whole multiple of

$1,000,000 unless such amount is equal to the aggregate Capital in respect of all Receivable Interests.

     “Voluntary Capital Reduction Day” means, for any Receivable Interest, each day occurring during the Voluntary Capital Reduction Period.

     “Voluntary Capital Reduction Period” means each period commencing on the first Business Day after the day on which the Seller gives written notice requesting that the aggregate Capital in respect of all Receivables Interests be reduced by a specified amount under Section 2.05(a)(ii)(B) and Section 2.05(b) and ending on the day on which the aggregate amount applied in reduction of such aggregate Capital pursuant to Section 2.05(a)(ii)(B) and Section 2.05(b) equals the Voluntary Capital Reduction Amount with respect to such Voluntary Capital Reduction Period.

     (c) by amending clause (ii) of Section 2.05(a) thereof to read as follows:

     “(ii)(A) if such day is not a Voluntary Capital Reduction Day (or, such day is a Voluntary Capital Reduction Day but the aggregate Capital has already been reduced by an amount equal to the Voluntary Capital Reduction Amount pursuant to clause (B) below), reinvest the remainder of such Collections, for the benefit of such Owners, by recomputation of such Receivable Interest pursuant to Section 2.04 as of the end of such day and the payment of such remainder to the Seller, provided, however, that, to the extent that the Agent or any Owner shall be required for any reason to pay over any amount of Collections which shall have been previously reinvested for the account of such Owners pursuant hereto, such amount shall be deemed not to have been so applied but rather to have been retained by the Seller and paid over for the account of such Owners and, notwithstanding any provision hereof to the contrary, such Owners shall have a claim for such amount, and (B) if such day is a Voluntary Capital Reduction Day, apply the remainder of such Collections in reduction of the aggregate Capital until the aggregate Capital has been reduced by the Voluntary Capital Reduction Amount.”

     (d) by amending Section 2.05(b) thereof to read as follows:

     “On each Daily Settlement Date for each Settlement Period for each Receivable Interest, the Servicer shall deposit to the Agent’s Account for the account of the Owners of such Receivable Interest the amounts set aside as described in clauses (i)(B) and (ii)(B) of Section 2.05(a). Upon receipt of such funds by the Agent, the Agent shall distribute them to the Owners of such Receivable Interest in reduction of the Capital of such Receivable Interest in the amount referred to in such clauses (i)(B) and (ii)(B).”

     (e) by amending Section 2.05(c) thereof, by (i) replacing the phrase “in clause (i) of the first sentence of Section 2.05(a)” in the first sentence thereof with the phrase “in clauses (i) and (ii)(B) of the first sentence of Section 2.05(a)” and (ii) replacing the phrase “in clause (i)(B) of Section 2.05(a)” in each place it appears in such Section 2.05(c) with the phrase “in clauses (i)(B) and (ii)(B) of Section 2.05(a)".

2

        SECTION 2. Condition of Effectiveness. This Amendment shall become effective when the Agent shall have received counterparts of this Amendment duly executed by the Seller, Crown (USA) and the Purchasers or, as to any of the Purchasers, advice satisfactory to the Agent that such Purchaser has executed this Agreement together with a consent and acknowledgment duly executed by the Parent and in form and substance satisfactory to the Agent, by which the Parent consents to and acknowledges this Amendment and confirms and agrees that the Parent Undertaking is, and shall continue to be, in full force and effect.

        SECTION 3. Reference to and Effect on the Transaction Documents.

        (a) On and after the date hereof, each reference in the Receivables Purchase Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Receivables Purchase Agreement, and each reference in any of the other Transaction Documents to the Receivables Purchase Agreement, “thereunder”, “thereof” or words of like import referring to the Receivables Purchase Agreement shall mean and be a reference to the Receivables Purchase Agreement as amended by this Amendment.

        (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or any Purchaser or other Owner under the Receivables Purchase Agreement or any other Transaction Document or constitute a waiver of, or a consent to departure from, any of the terms and conditions of the Receivables Purchase Agreement or any other Transaction Document.

        SECTION 4. Costs and Expenses. The Seller agrees to pay promptly all reasonable costs and expenses in connection with the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Agent).

        SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

        SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date above written.

CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION
by	/s/ Michael B. BurnsName: Michael B. Burns Title: Vice President and Treasurer

CROWN CORK & SEAL COMPANY (USA), INC.
by	/s/ Michael B. BurnsName: Michael B. Burns Title: Vice President and Treasurer

AGENT

CITIBANK, N.A., as Agent
by	/s/ Jeffrey Nitz Name: Jeffrey Nitz Title: Vice President

PURCHASERS

AMSOUTH CAPITAL CORP.
by	/s/ Frank D. MarsicanoName: Frank D. Marsicano Title: Attorney-in-fact

CITIBANK, N.A.
by	/s/ Jeffrey NitzName: Jeffrey Nitz Title: Vice President

FOOTHILL CAPITAL CORPORATION
by	/s/ Juan Barrera Name: Juan Barrera Title: Assistant Vice President

GMAC BUSINESS CREDIT, L.L.C.
by	/s/ John Buff Name: John Buff Title: Director

GMAC COMMERCIAL CREDIT, L.L.C.
by	/s/ Frank ImperatoName: Frank Imperato Title: Senior Vice President

HELLER FINANCIAL, INC.
by	/s/ Albert J. ForzanoName: Albert J. Forzano Title: Vice President

IBJ WHITEHALL BUSINESS CREDIT CORPORATION
by	/s/ John N. Favale Name: John N. Favale Title: Assistant Vice President

MUIRFIELD TRADING LLC
by	/s/ Ann E. MorrisName: Ann E. Morris Title: Assistant Vice President

NATIONAL CITY COMMERCIAL FINANCE, INC.
by	/s/ Dennis HatvanyName: Dennis Hatvany Title: Vice President

RZB FINANCE LLC
by	/s/ John A. ValiskaName: John A. Valiska Title: Vice President
by	/s/ Christoph HoedlName: Christoph Hoedl Title: Assistant Vice President

SIEMENS FINANCIAL SERVICES, INC.
by	/s/ Frank AmodioName: Frank Amodio Title: Vice President

THE CIT GROUP/COMMERCIAL SERVICES, INC.
by	/s/ Kevin J. WinschName: Kevin J. Winsch Title: Vice President

THE PROVIDENT BANK
by	/s/ Brent S. VandermydeName: Brent S. Vandermyde Title: Assistant Vice President

TRANSAMERICA BUSINESS CAPITAL CORPORATION
by	/s/ Michael S. BurnsName: Michael S. Burns Title: Senior Vice President

EXECUTION COPY

CONSENT AND ACKNOWLEDGMENT

June 8, 2001

Citibank, N.A., as administrative agent (the
"Agent") for the Purchasers and other Owners
under and as defined in the Receivables Purchase
Agreement (as hereinafter defined)

Ladies and Gentlemen:

        Reference is made to (i) the Receivables Purchase Agreement dated as of January 26, 2001, as amended and restated as of May 7, 2001 (the “Receivables Purchase Agreement”) among Crown Cork & Seal Receivables (DE) Corporation, (the “Seller”), Crown Cork & Seal (USA), Inc., as servicer (“Crown (USA)”), the banks and other financial institutions listed on the signature pages thereof as the Initial Purchasers (the “Purchasers”) and the Agent, (ii) the Undertaking Agreement dated as of January 26, 2001, as amended and restated as of May 7, 2001 (the “Parent Undertaking”), made by Crown Cork & Seal Company, Inc. (the “Parent”) in favor of the Purchasers and the Agent, and to (iii) the Amendment to Receivables Purchase Agreement dated as of the date hereof (the “Amendment”) among the Seller, Crown (USA), the Purchasers and the Agent. Capitalized terms defined in the Receivables Purchase Agreement and not otherwise defined herein are used herein as defined in the Receivables Purchase Agreement.

        The Parent hereby consents to the Amendment, and confirms and agrees that the Parent Undertaking is, and shall continue to be, in full force and effect in all respects except that, upon the effectiveness of, and on and after the date of, the Amendment, each reference in the Parent Undertaking to the Receivables Purchase Agreement, “thereunder”, “thereby”, or words of like import referring to the Receivables Purchase Agreement shall mean and be a reference to the Receivables Purchase Agreement as amended by the Amendment.

CROWN CORK & SEAL COMPANY, INC.
by	/s/ Alan W. RutherfordName: Alan W. Rutherford Title: Executive Vice President and Chief Financial Officer

EX-12

EXHIBIT 12

Crown Cork & Seal Company, Inc.

COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES

	Twelve months ended 12/31/2001		Twelve months ended 12/31/2000		Twelve months ended 12/31/1999		Twelve months ended 12/31/1998	Twelve months ended 12/31/1997
Computation of Earnings:
Income/(loss) before income taxes and cumulative
effect of a change in accounting	($444	)	($217	)	$309		$180	$457
Adjustments to income:
Add: Distributed income from less than
50% owned companies	2		4		4		7	2
Add: Portion of rent expense representative
of interest expense (1)	11		12		10		6	7
Add: Interest incurred net of amounts
capitalized	455		393		367		408	379
Add: Amortization of interest previously
capitalized	1		(1	)	(1	)	1	3
Add: Amortization of debt issue costs	2		3		6		2	2
Earnings	$27		$194		$695		$604	$850
Computation of Fixed Charges:
Interest incurred	$456		$394		$368		$414	$385
Amortization of debt issue costs	2		3		6		2	2
Portion of rental expense representative
of interest (1)	11		12		10		6	7
Total fixed charges	469		409		384		422	394
Preferred stock dividend requirements			3		23		29	35
Combined fixed charges and preferred stock                    dividends	$469		$412		$407		$451	$429
Ratio of earnings to fixed charges (2)	(3	)	(3	)	1.8 X		1.4 X	2.2 X
Ratio of earnings to combined fixed charges
and preferred stock dividends (2)	(3	)	(3	)	1.7 X		1.3 X	2.0 X

(1) One-third of net rent expense is the portion deemed representative of the interest factor.

(2) After charges in millions for (i) restructuring of $48, $52, $(7), $179 and $67 for 2001, 2000, 1999, 1998 and 1997, respectively, (ii) asbestos of $51, $255, $163 and $125 for 2001, 2000, 1999 and 1998, respectively and (iii) asset impairments of $215 and $26 for 2001 and 2000, respectively.

(3) Earnings did not cover fixed charges by $442 in 2001 and $218 for 2000.

EX-21

EXHIBIT 21

Crown Cork & Seal Company, Inc.
Exhibit 21 – Subsidiaries of Registrant

Page 1 of 4

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 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 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

Crown Cork & Seal Company, Inc.
Exhibit 21 – Subsidiaries of Registrant

Page 2 of 4

NAME	STATE OR COUNTRY OF     INCORPORATION OR        ORGANIZATION
Jiangmen Zeller Plastik, Ltd.	China
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 et 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
Züchner Gruss Metallverpackungen GmbH	Germany
Züchner Verpackugen GmbH & Co	Germany
Züchner Verschlüsse GmbH	Germany
Hellas Can Packaging Manufacturers	Greece
CarnaudMetalbox Magyarorszag	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

Crown Cork & Seal Company, Inc.
Exhibit 21 – Subsidiaries of Registrant

Page 3 of 4

NAME	STATE OR COUNTRY OF     INCORPORATION OR        ORGANIZATION
Superbox Aerosols SRL	Italy
Superbox Contenitori per Bevande SRL	Italy
Zeller Plastik Italia SPA	Italy
CarnaudMetalbox Kenya Limited (3)	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
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
CarnaudMetalbox Nigeria PLC (3)	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 (3)	Tanzania

Crown Cork & Seal Company, Inc.
Exhibit 21 – Subsidiaries of Registrant

Page 4 of 4

NAME	STATE OR COUNTRY OF     INCORPORATION OR        ORGANIZATION
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
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
Vietnam Crown Vinalimex Packaging, Ltd.	Vietnam
CarnaudMetalbox (Saigon) Limited	Vietnam
CarnaudMetalbox (Zimbabwe) Ltd. (3)	Zimbabwe
Crown Cork Company 1958 PVT Ltd. (3)	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).

(3) These subsidiaries are included in a pending sale of certain African operations to Nampak Ltd. which is expected to be completed in the second quarter of 2002.

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 033-56965, 333-04971, 333-16869 and 333-85907) and in the Registration Statements on Form S-8 (Nos. 033-39529, 033-52699, 333-25837, 333-50369, 333-52018, 333-57504, 333-57506, 333-67173, 333-67175, 333-76935 and 333-81302) of Crown Cork & Seal Company, Inc. of our report dated March 15, 2002 relating to the financial statements and financial statement schedule, which appears in this Form 10-K.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
March 27, 2002