<PAGE>


                                                                [CONFORMED COPY]


                         RECEIVABLES PURCHASE AGREEMENT


                                   dated as of


                                  June 12, 1996



                                      among


                        CROWN PAPER FUNDING CORPORATION,


                          CROWN PAPER CO., as Servicer,


                    THE FINANCIAL INSTITUTIONS LISTED HEREIN,


                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                             as Administrative Agent

                                       and

                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                       as Structuring and Collateral Agent



                   ___________________________________________




                                   Arranged by

                           J.P. MORGAN SECURITIES INC.


<PAGE>

<PAGE>


                                TABLE OF CONTENTS


                                                                            Page

                                    ARTICLE 1

                                   DEFINITIONS

        1.1.   Definitions . . . . . . . . . . . . . . . . . . . . . . . . .   1
        1.2.   UCC Terms . . . . . . . . . . . . . . . . . . . . . . . . . .  34
        1.3.   Accounting Terms and Determinations . . . . . . . . . . . . .  34

                                    ARTICLE 2

                                    PURCHASES

        2.1.   Sale and Assignment . . . . . . . . . . . . . . . . . . . . .  34
        2.2.   Incremental Purchases . . . . . . . . . . . . . . . . . . . .  34
        2.3.   Tranches; Yield Accrual Periods; Yield Rates. . . . . . . . .  35
        2.4.   Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
        2.5.   Optional Termination or Reduction of Commitments. . . . . . .  37
        2.6.   Payments under Certain Circumstances. . . . . . . . . . . . .  37
        2.7.   General Provisions as to Payments . . . . . . . . . . . . . .  38
        2.8.   Funding Losses. . . . . . . . . . . . . . . . . . . . . . . .  39

                                    ARTICLE 3

                                   ASSIGNMENT;
                  COLLECTION AND ADMINISTRATION OF RECEIVABLES


        3.1.   Assignment. . . . . . . . . . . . . . . . . . . . . . . . . .  39
        3.2.   Accounts and Collections. . . . . . . . . . . . . . . . . . .  42
        3.3.   Administration of Receivables . . . . . . . . . . . . . . . .  43
        3.4.   Servicer's Compensation . . . . . . . . . . . . . . . . . . .  45
        3.5.   Servicing Transfer. . . . . . . . . . . . . . . . . . . . . .  45
        3.6.   Protection of Purchased Interest. . . . . . . . . . . . . . .  46
        3.7.   Pre-Termination Procedures; Reinvestment. . . . . . . . . . .  47
        3.8.   Post-Termination Procedures . . . . . . . . . . . . . . . . .  51
        3.9.   Payments under Certain Circumstances. . . . . . . . . . . . .  53


                                       i


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                                                                            Page

                                    ARTICLE 4

                                   CONDITIONS

        4.1.   Closing . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
        4.2.   Conditions to Each Incremental Purchase . . . . . . . . . . .  58
        4.3.   Conditions to Each Purchase . . . . . . . . . . . . . . . . .  59

                                    ARTICLE 5

                         REPRESENTATIONS AND WARRANTIES

        5.1.   Representations and Warranties of the Servicer. . . . . . . .  60
        5.2.   Representations and Warranties of CPFC. . . . . . . . . . . .  60

                                    ARTICLE 6

                                    COVENANTS

        6.1.   General Information . . . . . . . . . . . . . . . . . . . . .  63
        6.2.   Information Regarding the Receivables . . . . . . . . . . . .  66
        6.3.   Preservation of Corporate Existence . . . . . . . . . . . . .  68
        6.4.   Compliance with Laws. . . . . . . . . . . . . . . . . . . . .  68
        6.5.   No Transfers; No Liens. . . . . . . . . . . . . . . . . . . .  69
        6.6.   No Merger . . . . . . . . . . . . . . . . . . . . . . . . . .  69
        6.7.   Limitations on Activities of CPFC . . . . . . . . . . . . . .  69
        6.8.   Agreements Relating to Program Documents. . . . . . . . . . .  70
        6.9.   Waivers and Amendments of Documents . . . . . . . . . . . . .  70
        6.10.  Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . .  70
        6.11.  Accounting Treatment. . . . . . . . . . . . . . . . . . . . .  71

                                    ARTICLE 7

                               TERMINATION EVENTS

        7.1.   Termination Events. . . . . . . . . . . . . . . . . . . . . .  71
        7.2.   Consequences of a Termination Event . . . . . . . . . . . . .  74

                                    ARTICLE 8

                                   THE AGENTS

        8.1.   Appointment and Authorization . . . . . . . . . . . . . . . .  75
        8.2.   Agents and Affiliates . . . . . . . . . . . . . . . . . . . .  75
        8.3.   Action by Agents. . . . . . . . . . . . . . . . . . . . . . .  76


                                       ii


<PAGE>


                                                                            Page

        8.4.   Consultation with Experts . . . . . . . . . . . . . . . . . .  76
        8.5.   Liability of Agents . . . . . . . . . . . . . . . . . . . . .  76
        8.6.   Indemnification . . . . . . . . . . . . . . . . . . . . . . .  77
        8.7.   Purchase Decision . . . . . . . . . . . . . . . . . . . . . .  77
        8.8.   Successor Agent . . . . . . . . . . . . . . . . . . . . . . .  77
        8.9.   Direction by Required Buyers. . . . . . . . . . . . . . . . .  78

                                    ARTICLE 9

                             CHANGE IN CIRCUMSTANCES

        9.1.   Change in Circumstances . . . . . . . . . . . . . . . . . . .  78
        9.2.   Illegality. . . . . . . . . . . . . . . . . . . . . . . . . .  79
        9.3.   Indemnity for Changes in Law. . . . . . . . . . . . . . . . .  79
        9.4.   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
        9.5.   Substitution of Buyer . . . . . . . . . . . . . . . . . . . .  84

                                   ARTICLE 10

                                  MISCELLANEOUS

        10.1.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
        10.2.  No Waivers. . . . . . . . . . . . . . . . . . . . . . . . . .  86
        10.3.  Expenses; Indemnification . . . . . . . . . . . . . . . . . .  86
        10.4.  Sharing of Set-Offs . . . . . . . . . . . . . . . . . . . . .  89
        10.5.  Amendments and Waivers. . . . . . . . . . . . . . . . . . . .  89
        10.6.  Successors and Assigns. . . . . . . . . . . . . . . . . . . .  90
        10.7.  Confidentiality . . . . . . . . . . . . . . . . . . . . . . .  92
        10.8.  Financial Accommodation . . . . . . . . . . . . . . . . . . .  93
        10.9.  No Bankruptcy Petition Against CPFC . . . . . . . . . . . . .  93
        10.10. Limitation of Liability . . . . . . . . . . . . . . . . . . .  93
        10.11. Notices to S&P. . . . . . . . . . . . . . . . . . . . . . . .  93
        10.12. Governing Law; Submission to Jurisdiction . . . . . . . . . .  94
        10.13. Counterparts; Integration; Effectiveness. . . . . . . . . . .  94
        10.14. WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . .  94


                                     iii


<PAGE>


                             Schedules and Exhibits

Schedule 1             Qualified Banks; Collection Account and
                       Lockbox Information
Schedule 2             Special Obligors
Schedule 3             Eligible Subsidiaries

Exhibit A              Form of Buyer's Certificate
Exhibit B              Form of Purchase Notice
Exhibit C              Form of Yield Accrual Period Selection
                            Notice
Exhibit D              Form of Daily Report
Exhibit E              Form of Settlement Statement
Exhibits F-1           Form of Lockbox Agreement
  and F-2              Form of Collection Account Agreement
Exhibits G-1,          Form of Opinions of Counsel to
  G-2 and G-3               CPFC and CPC
Exhibit H              Credit and Collection Policy
Exhibit I              Form of Purchase and Sale Agreement
Exhibit J              Form of Certificate of Incorporation of
                            CPFC
Exhibit K              Form of Resolutions, including Form of
                       Bylaws, of CPFC
Exhibit L              Form of Resolution of CPC
Exhibits M-1           Form of Perfection Certificates
and M-2
Exhibit N              Form of Assignment and Assumption
                            Agreement



                                      iv


<PAGE>


       RECEIVABLES PURCHASE AGREEMENT dated as of June 12, 1996 among CROWN
PAPER FUNDING CORPORATION, CROWN PAPER CO., as Servicer, the FINANCIAL
INSTITUTIONS listed on the signature pages hereof, as Buyers, MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Administrative Agent and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Structuring and Collateral Agent.

                                    RECITALS

       WHEREAS, subject to the terms and conditions of this Agreement, CPFC
desires to transfer and assign to the Buyers and the Buyers desire to acquire
from CPFC undivided interests in the Receivables;

       WHEREAS, CPC has agreed to act as Servicer hereunder in respect of the
Receivables;

       WHEREAS, Morgan Guaranty has been requested and is willing to act as the
Administrative Agent and as the Collateral Agent;

       NOW, THEREFORE, the parties hereto hereby agree as follows:


                                   ARTICLE 1

                                   DEFINITIONS


       SECTION A..    DEFINITIONS.  The following terms, as used herein, have
the following meanings:

       "Adjusted Aggregate Net Investment" means, at any time, the Aggregate
Net Investment at such time less the Allocated ANI at such time.

       "Adjusted Buyers' Interest" means, at any time, a percentage equal to
the following:

                             (AANI + YR) x (1 + ARP)
                             -----------------------
                                   NPB

where:


<PAGE>


  AANI =    Adjusted Aggregate Net Investment,

  YR   =    Yield Reserve,

  ARP  =    Adjusted Reserve Percentage, and

  NPB  =    Net Pool Balance.


       "Adjusted CD Rate" applicable to any Yield Accrual Period means a rate
per annum determined pursuant to the following formula (the amount in brackets
being rounded upwards, if necessary, to the next higher 1/100 of 1%):

       ACDR =      (   CDR    )    +  AR
                   ------------
                   (1.00 - DRP)

where:

  ACDR =    Adjusted CD Rate,

  CDR  =    the CD Rate applicable to such Yield Accrual Period,

  DRP  =    the Domestic Reserve Percentage in effect on the first day of such
            Yield Accrual Period, and

  AR   =    the Assessment Rate in effect on the first day of such
            Yield Accrual Period.

       "Adjusted London Interbank Offered Rate" applicable to any Yield Accrual
Period means a rate per annum equal to the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London
Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage in
effect on the first day of such Yield Accrual Period.

       "Adjusted Reserve Percentage" means, at any time, a percentage equal to
(i) the Reserve Percentage at such time divided by (ii) 1.00 minus the Reserve
Percentage at such time.

       "Administrative Agent" means Morgan Guaranty in its capacity as
administrative agent for the Buyers, and its successors in such capacity.


                                       2


<PAGE>


       "Administrative Questionnaire" means, with respect to each Buyer, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to CPFC) duly completed
by such Buyer.

       "Adverse Interest" means, as to any assets owned by any Person, any Lien
on, or any other claim or interest of any other Person in, such asset, other
than any Liens, claims or interests created by the Program Documents or any
Liens that secure the payment of taxes, assessments or governmental charges or
levies (i) that are not delinquent or (ii) that are being contested in good
faith by appropriate proceedings and, in the case of this clause (ii), are not
material in amount.

       "Affiliate" means, with respect to a Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, such Person.  As used herein, the
term "control" means 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.

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

       "Aggregate Net Investment" means, at any time, (i) the sum of the
Purchase Price theretofore paid to CPFC by the Buyers less (ii) the aggregate
amount received (and not rescinded or otherwise returned or restored) by the
Buyers to reduce such Aggregate Net Investment pursuant to Sections 3.7(c)(ii)
and 3.8.

       "Aggregate Unpaids" means, at any time, an amount equal to the sum of
(i) the aggregate accrued and unpaid Yield at such time, (ii) the Aggregate Net
Investment at such time, (iii) all Commitment Fees accrued and unpaid at such
time and (iv) all Other Expenses owed (whether then due or only accrued)
hereunder at such time.

       "Agreement" means this Receivables Purchase Agreement, as amended from
time to time.


                                       3


<PAGE>


       "Allocated ANI" means, at any time, the amount on deposit in the Cash
Collateral Account pursuant to Section 3.7(c)(i) in respect of the Aggregate Net
Investment at such time.

       "Assessment Rate" means for any day the annual assessment rate in
effect (expressed as a percentage and rounded upwards, if necessary, to the
next higher 1/100 of 1%) on such day which is payable by a member of the Bank
Insurance Fund classified as adequately capitalized and within supervisory
subgroup "A" (or a comparable successor assessment risk classification)
within the meaning of 12 C.F.R. SECTION 327.4(a) (or any successor provision)
to the Federal Deposit Insurance Corporation (or any successor) for such
Corporation's (or such successor's) insuring time deposits at offices of such
institution in the United States.

       "Assignee" has the meaning set forth in Section 10.6(c).

       "Available Collections" means, on any Business Day, (i) the amount of
the Remainder calculated on such Business Day plus (ii) Allocated ANI at the
opening of business on such Business Day.

       "Available Commitment" means, at any time, the total Commitments of the
Buyers at such time minus the Aggregate Net Investment at such time.

       "Base Rate" means (subject to the definition of "Yield Rate"), for any
day, the sum of (i) the higher of (x) the Prime Rate for such day and (y) the
rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) equal
to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers on
such day, as published by the Federal Reserve Bank of New York on the New York
Business Day next succeeding such day, (or if such day is not a New York
Business Day, the rate on such transactions on the next preceding New York
Business Day as so published on the next succeeding New York Business Day or, if
no such rate is published on such next succeeding New York Business Day, the
average rate quoted to Morgan Guaranty on such day for such transactions as
determined by the Administrative Agent) plus one-half of one percent (1/2%) and
(ii) for any day from and including the Closing


                                       4


<PAGE>


Date to but not including the date on which the Administrative Agent delivers
a notice of termination of the Commitments pursuant to Section 7.2 or an
Event of Bankruptcy occurs with respect to CPFC or CPC, 0% per annum and,
thereafter, 2.0% per annum; "New York Business Day" means any day other than
a Saturday, Sunday or any other day on which banking institutions are
authorized or required to close in New York City.

       "Benefit Arrangement" means at any time an "employee benefit plan"
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

       "Business Day" means any day other than a Saturday, Sunday, or any other
day on which banking institutions are authorized or required to close in New
York City, Philadelphia, Pennsylvania, or Richmond, Virginia.

       "Buyer" means each buyer listed on the signature pages hereof, each
Assignee which becomes a buyer pursuant to Section 10.6(c), and their respective
successors.

       "Buyer Default" means (i) the failure (which has not been cured) of any
Buyer to make available its portion of the Incremental Purchase which it is
obligated to make available under the terms and conditions of this Agreement or
(ii) the giving of notice by any Buyer to the Administrative Agent and CPFC that
such Buyer does not intend to comply with its obligations under Article 2
following the appointment of a receiver or conservator with respect to such
Buyer at the direction or request of any regulatory agency or authority.

       "Buyers' Certificates" means certificates issued to the Buyers
substantially in the form of Exhibit A hereto, and "Buyer's Certificate" means
any one of such certificates.

       "Buyers' Interest" means, at any time, a percentage equal to the lesser
of: (i)

       (ANI + YR) x (1 + ARP)
       ----------------------
              NPB

where:


                                       5


<PAGE>


  ANI  =    Aggregate Net Investment at such time,

  YR   =    Yield Reserve at such time,

  ARP  =    Adjusted Reserve Percentage at such time,

  NPB  =    Net Pool Balance at such time,

and (ii) 100%; PROVIDED that at any time on and after the Termination Date until
(and including) the Final Payment Date, the Buyers' Interest shall be equal to,
at any time of determination, the greater of (i) the Buyers' Interest calculated
as provided above at the close of business on the Business Day preceding the
Termination Date, and (ii) the Buyers' Interest calculated as provided above.

       "Cash Collateral Account" has the meaning set forth in Section 3.2(b).

       "Cash Collateral Account Investments" means certificates of deposit or
time deposits, in each case in the name of the Collateral Agent as Collateral
Agent hereunder, of any bank or trust company organized under the laws of the
United States or any state thereof or any branch or trust company organized
under the laws of a foreign jurisdiction that is subject to the supervision and
examination by United States Federal or state banking authorities, the
certificates of deposit of which bank are rated A-1+ by S&P, such certificates
of deposit or time deposits to mature such that funds will be available to make
payments out of the Cash Collateral Account as contemplated hereby without
having to liquidate any such certificates of deposit or time deposits.

       "Category A-Rated Obligor" means, during any Report Month, an Obligor
(other than a Special Obligor):

       (i) whose Ratable Short-Term Debt is rated A-1 or higher by S&P as of
  the end of the immediately preceding Report Month; or

      (ii) who did not have Ratable Short-Term Debt rated by S&P as of the end
  of the immediately preceding Report Month, but had Ratable Long-Term Debt
  rated A+ or higher, by S&P as of the end of the immediately preceding Report
  Month.


                                       6


<PAGE>


       "Category B-Rated Obligor" means, during any Report Month, an Obligor
(other than a Category A-Rated Obligor or a Special Obligor):

       (i) whose Ratable Short-Term Debt is rated A-2 or higher by S&P as of
  the end of the immediately preceding Report Month; or

      (ii) who did not have Ratable Short-Term Debt rated by S&P as of the end
  of the immediately preceding Report Month, but had Ratable Long-Term Debt
  rated BBB+ or higher by S&P as of the end of the immediately preceding Report
  Month.

       "Category C-Rated Obligor" means, during any Report Month, an Obligor
(other than a Category A-Rated Obligor, a Category B-Rated Obligor or a Special
Obligor):

       (i) whose Ratable Short-Term Debt is rated A-3 or higher by S&P as of
  the end of the immediately preceding Report Month; or

      (ii) who did not have Ratable Short-Term Debt rated by S&P as of the end
  of the immediately preceding Report Month, but had Ratable Long-Term Debt
  rated BBB- or higher by S&P as of the end of the immediately preceding Report
  Month.

       "Category D-Rated Obligor" means, during any Report Month, an Obligor
other than a Category A-Rated Obligor, a Category B-Rated Obligor, a Category C-
Rated Obligor or a Special Obligor.

       "CD Rate" applicable to any Yield Accrual Period means the rate of
interest determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the next higher 1/100 of 1%) of the prevailing rates
per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as
practicable) on the first day of such Yield Accrual Period by two or more New
York certificate of deposit dealers of recognized standing for the purchase at
face value from each CD Reference Bank of its certificates of deposit in an
amount approximately equal to such CD Reference Bank's pro rata share of the
Tranche to which such Yield Accrual Period is to apply and for a period of time
comparable to such Yield Accrual Period.


                                       7


<PAGE>


       "CD Reference Banks" means The Long-Term Credit Bank of Japan, Ltd.,
NationsBank, N.A. and Morgan Guaranty and each such other bank as may be
appointed pursuant to Section 10.6(d).

       "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, and regulations promulgated thereunder.

       "Closing Date" means the date on or after the Effective Date on which
all of the conditions set forth in Section 4.1 shall have been satisfied.

       "Collateral Agent" means Morgan Guaranty, as Structuring and Collateral
Agent for the Buyers, and its successors in such capacity.

       "Collection Account" has the meaning set forth in Section 3.2(a).

       "Collection Account Agreement" has the meaning set forth in Section
3.2(a).

       "Collection Account Bank" means at any time the bank at which the
Collection Account is then maintained.

       "Collections" means, for any Receivable, (i) all amounts, whether in the
form of cash, checks, drafts, other instruments or electronic funds transfer,
received in a Lockbox or, in the case of electronic funds transfers, in the
Lockbox Account or the Collection Account in payment of such Receivable,
including, without limitation, all amounts received on account of finance
charges and fees with respect to such Receivable, (ii) all other amounts paid by
or for the account of the Obligor on such Receivable, including without
limitation any cash proceeds of the Related Security with respect to such
Receivable, (iii) without duplication, all amounts paid to the Collection
Account with respect to such Receivable as a Collection pursuant to Section 3.9
hereof and (iv) all amounts paid or credited by Seller to CPFC in respect of
Receivables pursuant to Section 2.2 of the Purchase and Sale Agreement.

       "Commitment" means (i) with respect to each Buyer, the amount set forth
opposite the name of such Buyer on the signature pages hereof, or (ii) with
respect to any Assignee, the amount of the transferor Buyer's Commitment


                                       8


<PAGE>


assigned to such Assignee pursuant to Section 10.6(c), in each case as such
amount may be increased from time to time pursuant to an amendment to this
Agreement, reduced from time to time pursuant to Section 2.5 or changed as a
result of an assignment pursuant to Section 10.6(c).

       "Commitment Fee" means a fee of .25% per annum (calculated on the basis
of a year of 360 days and actual days elapsed) on the daily Available
Commitment.

       "Computation Date" means, for any day, the Business Day immediately
preceding such day.

       "Concentration Limit" means, (i) for each Category A-Rated Obligor
individually, and for each such Category A-Rated Obligor and such Obligor's
Affiliates considered as a whole, 13%, (ii) for each Category B-Rated Obligor
individually, and for each Category B-Rated Obligor and such Obligor's
Affiliates considered as a whole, 6.5%, (iii) for each Category C-Rated
Obligor individually, and for each Category C-Rated Obligor and such
Obligor's Affiliates considered as a whole, 3.66%, (iv) for each Category
D-Rated Obligor individually, and for each Category D-Rated Obligor and such
Obligor's Affiliates considered as a whole, 2.45%, and (v) for each Special
Obligor individually, and for each such Obligor and its Affiliates considered
as a whole, the Concentration Limit set forth on Schedule 2.

       "Consent and Agreement" means the consent and agreement dated as of June
12, 1996 among CPC, Holdings, the financial institutions listed on the signature
pages thereof, and Morgan Guaranty, as administrative agent and as collateral
agent.

       "Contract" as it relates to any Receivable means the agreement between
the Seller and the Obligor giving rise thereto (including as evidenced by an
invoice on an open account).

       "Contribution Agreement" means the Contribution Agreement dated as of
August 15, 1995 by and among James River, James River Paper, Holdings and CPC as
in effect on the date hereof and as amended from time to time in accordance with
the terms thereof and Section 5.21 of the Existing Credit Agreement.


                                       9


<PAGE>


       "CPC" means Crown Paper Co., a Virginia corporation, and its successors.

       "CPFC" means Crown Paper Funding Corporation, a Virginia corporation.

       "Credit and Collection Policy" means the credit, collection, enforcement
and other policies and practices relating to Receivables set forth in Exhibit H
hereto, as such policies and practices may be amended in accordance with Section
3.3(c).

       "Daily Report" has the meaning set forth in Section 6.2(a).

       "Days' Sales Outstanding" means that period (expressed in days)
calculated on any Settlement Date by dividing (i) the sum of (x) the Outstanding
Balance of Receivables on the first Business Day of the Report Month ending on
the Month-end Date for such Settlement Date plus (y) the Outstanding Balance of
Receivables on the last Business Day of such Report Month divided by (z) two, by
(ii) the aggregate amount of Receivables that were generated during such Report
Month divided by the number of days in such Report Month.

       "Debt" of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with GAAP, (v) all obligations (whether or not contingent) of such
Person to reimburse or repay any lender or other Person in respect of amounts
paid under a letter of credit, banker's acceptance or similar instrument, (vi)
all Debt secured by a Lien on any asset of such Person, whether or not such Debt
is otherwise an obligation of such Person and (vii) all Debt of others
Guaranteed by such Person.

       "Defaulting Buyer" means at any time any Buyer with respect to which a
Buyer Default is in effect at such time.


                                      10


<PAGE>


       "Default Ratio" means the ratio (expressed as a percentage) calculated
on any Settlement Date by dividing (i) the sum of (x) the aggregate balance of
all Receivables that were not Defaulted Receivables at the beginning of the
Report Month ending on the Month-end Date for such Settlement Date but that
became Defaulted Receivables during such Report Month, plus (y) to the extent
not reflected in clause (x), the aggregate balance of all Receivables that were
less than 60 days past due that were written off during such Report Month by
(ii) the aggregate amount of Receivables that were generated during the third
Report Month preceding such Report Month.

       "Defaulted Receivable" means a Receivable (i) in respect of which
collection in full has become doubtful, a reserve has been allocated, or an
estimated or actual loss has been recognized as determined in accordance with
the Credit and Collection Policy, (ii) which has become uncollectible by reason
of such Obligor's inability to pay, as determined in accordance with the Credit
and Collection Policy, (iii) in respect of which an Event of Bankruptcy has
occurred with respect to the related Obligor or a Material Subsidiary thereof;
PROVIDED that with respect to a Material Subsidiary of an Obligor, a Receivable
shall not become a Defaulted Receivable until such time as the Servicer has
actual knowledge of such Event of Bankruptcy having occurred, or (iv) in respect
of which payment is more than 60 days past due.

       "Derivatives Obligations" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions.

       "Dilution Factor" means all credits, allowances, deductions,
cancellations, rebates, discounts, adjustments (for warranty claims, disputes,
defenses, counterclaims, setoffs, returned or repossessed goods or otherwise) or
any other reduction in the Outstanding Balance of a Receivable (other than by
payment thereof by or on behalf of the


                                      11


<PAGE>


Obligor) after booking such Receivable (including any payments made by CPC or
an Eligible Subsidiary, in the form of checks or otherwise, in lieu of a
credit, allowance, deduction, rebate, discount or adjustment with respect to
the Outstanding Balance of such Receivable) but not in any case because of
default or other credit-related matters with respect to the related Obligor.

       "Dilution Horizon" means on any Settlement Date the Report Month ending
on the Month-end Date for such Settlement Date.

       "Dilution Horizon Ratio" means the ratio (expressed as a percentage)
calculated on any Settlement Date by dividing (i) the aggregate amount of
Receivables generated over the Dilution Horizon for such Settlement Date by (ii)
the Net Pool Balance on the most recent Month-end Date.

       "Dilution Ratio" means the ratio (expressed as a percentage) calculated
on any Settlement Date by dividing (i) the aggregate amount by which the
original Outstanding Balance of all Receivables have been reduced by any
Dilution Factor during the Report Month ending on the Month-end Date for such
Settlement Date by (ii) the aggregate original Outstanding Balance of
Receivables that were generated during the Report Month ending on the Month-end
Date for the preceding most recent Settlement Date.

       "Dilution Reserve Percentage" means, at any time, a percentage
determined pursuant to the following formula:

       ((2.5 x ED) + ((DS - ED) x DS/ED)) x DHR

where:

  ED  =  Expected Dilution at such time,

  DS  =  Dilution Spike at such time, and

  DHR =  Dilution Horizon Ratio at such time.

       "Dilution Spike" means, at any time, the highest of the Dilution Ratios
as calculated as of the Month-end Dates for the twelve most recent Settlement
Dates.


                                      12


<PAGE>


       "Dollar" and "$" means lawful currency of the United States.

       "Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of new non-personal time deposits in Dollars in New York City having a
maturity comparable to the related Yield Accrual Period and in an amount of
$100,000 or more.

       "Effective Date" means the date on which this Agreement becomes
effective in accordance with Section 10.13.

       "Eligible Obligor" means an Obligor that is (i) domiciled in the United
States which is not the United States, or any State or any agency or
instrumentality or subdivision thereof or (ii) domiciled in the province of
Alberta, British Columbia, Manitoba, New Brunswick, Ontario, or Saskatchewan, or
in the territory of the Yukon; PROVIDED that such province or territory
continues to give effect to the security interests that have been perfected in
the United States in respect of the Receivables, the Related Security, the
Collections, and all proceeds thereof, without the necessity of further action.

       "Eligible Receivable" means, at any time, any Receivable:

       (a)  which, at such time, meets the following requirements:

       (i)  such Receivable has an original maturity of not greater than 90
  days and has been properly entered into and originated in accordance with the
  Credit and Collection Policy;

      (ii)  such Receivable constitutes an "account" under Article 9 of the UCC
  as then in effect in the relevant jurisdiction and is an "account receivable"
  constituting part or all of the purchase price of merchandise, insurance or
  services within the meaning


                                      13


<PAGE>


of Section 3(c)(5)(A) of the Investment Company Act of 1940, as amended;

     (iii)  such Receivable was originated in the name of the Seller or
  acquired by the Seller from an Eligible Subsidiary and is a Dollar-
  denominated obligation payable in the United States of an Eligible Obligor;

      (iv)  such Receivable was created in compliance in all material respects
  with and, immediately prior to its sale to CPFC pursuant to the Purchase and
  Sale Agreement, complies in all material respects with all requirements of
  law applicable to Seller, whether Federal, state or local, including without
  limitation, to the extent applicable, usury laws, the Federal Consumer Credit
  Protection Act, the Fair Credit Billing Act, the Federal Truth in Lending Act
  and Regulation Z of the Board of Governors of the Federal Reserve System;

       (v)  such Receivable is owed by an Eligible Obligor as to which not more
  than 25% of the aggregate amount of the Receivables due from such Eligible
  Obligor is more than 60 days past due (determined in each case with respect
  to the due date for payment specified at the time of the original issuance of
  the invoice for such Receivable);

      (vi)  payments with respect to such Receivable have been directed to a
  Lockbox Account for mailed payments and to a Lockbox Account or the
  Collection Account for electronic payments, and such Receivable is not a
  "bill and hold" Receivable;

     (vii)  such Receivable is the legal, valid and binding payment obligation
  of the Obligor, legally enforceable against such Obligor in accordance with
  its terms, subject to bankruptcy, insolvency and other similar laws affecting
  the rights of creditors generally and general equitable principles and is not
  subject to statutory or regulatory restrictions or transfer;

    (viii)  all material consents, licenses, approvals, or authorizations of,
  or registrations with, any governmental authority required to be obtained or
  given by the Seller in connection with the creation of such


                                      14


<PAGE>


  Receivable or the execution, delivery, creation and performance by the Seller
  of the related Contract, or in connection with the sale of such Receivable to
  CPFC, have been duly obtained or given and are in full force and effect and
  the sale of such Receivable to CPFC complies in all material respects with all
  applicable requirements of law;

      (ix)  such Receivable has not been classified as counterfeit, fraudulent
  or charged-off;

       (x)  such Receivable is not a Receivable of an Eligible Obligor a
  Receivable of which has been classified as counterfeit, fraudulent or
  charged-off within the one year prior to the Month-end Date for the most
  recent Settlement Date;

      (xi)  such Receivable is not a Defaulted Receivable;

     (xii)  the records of such Receivable are located at an address provided
  by the Seller to CPFC and the Collateral Agent in the Program Documents;

    (xiii)  the transfer of such Receivable under the Purchase and Sale
  Agreement constitutes a valid sale, transfer and assignment to CPFC of all
  right, title and interest of the Seller in the Receivable, any Related
  Security, any Collections and any proceeds of the foregoing, enforceable
  against all creditors of and purchasers from the Seller;

     (xiv)  immediately prior to the sale of such Receivable to CPFC, the
  Seller is the sole owner of all right, title and interest in and to such
  Receivable, any Related Security, any Collections and any proceeds of the
  foregoing and has good and marketable title thereto free and clear of all
  Adverse Interests;

      (xv)  immediately following the sale of such Receivable to CPFC, CPFC
  will be the sole owner of all right, title and interest in and to the
  Receivable and have a first priority perfected security interest in the
  Receivable, any Related Security, any Collections and any proceeds thereof,
  free and clear of all Adverse Interests; PROVIDED that the interest of CPFC
  need only be perfected to the extent that such interest may be


                                      15


<PAGE>


  perfected through the filing of UCC financing statements; and

     (xvi)  the portion of the Outstanding Balance of such Receivable included
  in Eligible Receivables is not subject to dispute, defense, counterclaim,
  setoff or right to offsetting payment and has not been modified, extended or
  reserved against except in conformity with the Credit and Collection Policy;
  and

       (b)  (i) which CPFC has not sold, assigned, or otherwise encumbered
except pursuant to this Agreement; (ii) as to which all material consents,
licenses, approvals or authorizations required to be obtained in connection
with the sale of the Purchased Interest to the Buyers have been duly obtained
and as to which the sale of such Purchased Interest complies in all material
respects with all applicable requirements of law; (iii) as to which,
immediately prior to the sale of the Purchased Interest to the Buyers, CPFC
was the sole owner of all right, title and interest in and to such
Receivable, any Related Security, any Collections and any proceeds of the
foregoing, and had good and marketable title thereto free and clear of all
Adverse Interests; (iv) as to which the transfer of the Purchased Interest
under this Agreement constitutes a valid sale or the granting of a valid
security interest to the Buyers of all right, title and interest of CPFC in
and to the Purchased Interest, enforceable against all creditors of and
purchasers from CPFC; and (v) as to which the Collateral Agent has, for the
benefit of the Buyers and the Collateral Agent, a first priority perfected
security interest in the Purchased Interest or as to which the Buyers own the
Purchased Interest free and clear of all Adverse Interests; provided that the
interest of the Buyers and the Collateral Agent need only be perfected to the
extent that such interest may be perfected through the filing of UCC
financing statements.

       "Eligible Subsidiary" means a Subsidiary of Holdings set forth on
Schedule 3 (as such Schedule may be amended or supplemented by CPFC with notice
to the Collateral Agent) which has transferred Receivables to the Seller;
PROVIDED that (i) prior to the first transfer of any Receivables to the Seller
by such Subsidiary (x) all steps necessary to establish the Seller's ownership
of, and perfect the Seller's security interest in, such Receivables shall have
been taken, (y) the Collateral Agent shall have


                                      16


<PAGE>


received, in form and substance satisfactory to it, UCC lien search reports
(if applicable), UCC financing statements (if applicable), a legal opinion
and any further documentation as may be reasonably required by the Collateral
Agent with respect to such Receivables, and (z) the rating assigned to the
Buyers' Certificates by S&P on the Closing Date is reaffirmed, and (ii) the
transfer of such Receivables to the Seller constitutes a valid sale, transfer
and assignment to the Seller of all right, title and interest of the Eligible
Subsidiary in such Receivables, any Related Security, any Collections and any
proceeds of the foregoing, enforceable against all creditors of and
purchasers from the Eligible Subsidiary.

       "Eligible Transferee" means a commercial bank, financial institution or
other "qualified institutional buyer" (as defined in Rule 144A under the
Securities Act of 1933, as amended) that is either a bank organized or licensed
under the laws of the United States or any State thereof or that has agreed to
provide the information listed in Section 9.4(d) to the extent it may lawfully
do so.

       "Environmental Laws" means any and all federal, state and local
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions, relating to the
environment, emissions, discharges or releases of pollutants, contaminants,
chemicals or industrial, toxic or other hazardous substances or wastes into the
environment including, without limitation, ambient air, surface water, ground
water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals or industrial, toxic or other hazardous
substances or wastes or the clean-up or other remediation thereof.

       "Environmental Liabilities" means all liabilities (including anticipated
compliance costs) in connection with or relating to the business, assets
presently or previously owned, leased or operated property, activities
(including, without limitation, off-site disposal) or operations of Holdings and
each Subsidiary, whether vested or unvested, contingent or fixed, actual or
potential, known or unknown, which arise under or relate to matters covered by
Environmental Laws.


                                      17


<PAGE>


       "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

       "ERISA Group" means Holdings, any Subsidiary (including CPC and CPFC)
and all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together
with Holdings or any Subsidiary are treated as a single employer under Section
414 of the Internal Revenue Code.

       "Euro-Dollar Business Day" means any Business Day on which commercial
banks are open for international business (including dealings in Dollar
deposits) in London.

       "Euro-Dollar Rate" means (subject to the definition of "Yield Rate"),
for any Yield Accrual Period, the sum of (i) the Adjusted London Interbank
Offered Rate applicable to such Yield Accrual Period and (ii) for any day from
and including the Closing Date to but not including the date on which the
Administrative Agent delivers a notice of termination of the Commitments
pursuant to Section 7.2 hereof or an Event of Bankruptcy occurs with respect to
CPFC, CPC or Holdings, .6250% per annum and, thereafter, 2.6250% per annum.

       "Euro-Dollar Reference Banks" means the principal London offices of The
Long-Term Credit Bank of Japan, Ltd., NationsBank, N.A. and Morgan Guaranty and
each such other bank as may be appointed pursuant to Section 10.6(d).

       "Euro-Dollar Reserve Percentage" means, for any day, that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
euro-dollar loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Buyer to United
States residents).


                                      18


<PAGE>


       "Event of Bankruptcy" means, with respect to any Person:

       (i)  the commencement of an involuntary case or other proceeding against
  such Person seeking liquidation, reorganization or other relief with respect
  to it or its debts under any bankruptcy, insolvency or other similar law now
  or hereafter in effect or seeking the appointment of a trustee, receiver,
  liquidator, custodian or other similar official of such Person or any
  substantial part of its property (unless, in the case of Holdings, CPC, any
  Material Subsidiary of CPC (which is not CPFC) or the Servicer, such
  proceeding is controverted within 20 days of commencement and is dismissed
  within 60 days of commencement); or the entry of an order for relief against
  such Person under the Federal bankruptcy laws as now or hereafter in effect;
  or

      (ii)  the commencement by such Person of a voluntary case or other
  proceeding seeking liquidation, reorganization or other relief with respect
  to itself or its debts under any bankruptcy, insolvency or other similar law
  now or hereafter in effect, or seeking the appointment of a trustee,
  receiver, liquidator, custodian or other similar official of such Person or
  any substantial part of its property, or such Person's consent to any such
  relief or to the appointment of or taking possession by any such official in
  an involuntary case or other proceeding commenced against it, or the making
  by such Person of a general assignment for the benefit of creditors, or the
  taking by such Person of any corporate action to authorize any of the
  foregoing.

       "Excess Servicer's Compensation" means, at any time, with respect to a
Servicer other than CPC, that portion, if any, of the amount by which such
Servicer's Compensation exceeds the amount of Servicer's Compensation payable to
CPC pursuant to Section 3.4 and with respect to such amount the Buyers' Interest
has not been increased to reflect such additional Servicer's Compensation.

       "Existing Credit Agreement" means the Credit Agreement dated as of
August 15, 1995 among CPC, Holdings, the lenders party thereto, the co-agents
listed on the


                                      19


<PAGE>


signature pages thereof and Morgan Guaranty, as administrative agent, as
amended to the date hereof.

       "Existing Security Agreement" means the Security Agreement dated as of
August 23, 1995 among CPC and J.P. Morgan Delaware, as collateral agent, as
amended to the date hereof.

       "Expected Dilution" means, at any time, the average of the Dilution
Ratios as calculated as of the Month-end Dates for the twelve most recent
Settlement Dates.

       "Expiry Date" means the date five years after the Closing Date or, if
such date is not a Business Day, the next succeeding Business Day.

       "Final Payment Date" means the date following the Termination Date when
the Aggregate Unpaids have been paid in full and the Servicer (if not CPC or any
of its Affiliates) has received all accrued Servicer's Compensation.

       "Fixed CD Rate" means (subject to the definition of "Yield Rate"), for
any Yield Accrual Period, the sum of (i) the Adjusted CD Rate applicable to such
Yield Accrual Period and (ii) for any date from and including the Closing Date
to but not including the date on which the Administrative Agent delivers a
notice of termination of the Commitments pursuant to Section 7.2 hereof or an
Event of Bankruptcy occurs with respect to CPFC, CPC or Holdings, .75% per annum
and, thereafter, 2.75% per annum.

       "GAAP" means generally accepted accounting principles in the United
States as in effect from time to time.

       "Guarantee" by any Person means any obligation, contingent or otherwise,
of such Person directly or indirectly guaranteeing any Debt or other obligation
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation (whether arising by virtue of partnership arrangements,
by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or


                                      20


<PAGE>


(ii) entered into for the purpose of assuring in any other manner the holder
of such Debt or other obligation of the payment thereof or to protect such
holder against loss in respect thereof (in whole or in part); PROVIDED that
the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.  The term "Guarantee" used as a verb has
a corresponding meaning.

       "Hazardous Substances" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives, by-products
and other hydrocarbons, or any substance having any constituent elements
displaying any of the foregoing characteristics.

       "Holdings" means Crown Vantage Inc., a Virginia Corporation, and its
successors.

       "Incremental Purchase" has the meaning set forth in Section 2.2.

       "Initial Commitment" means, with respect to any Buyer, such Buyer's
initial commitment under this Agreement, as reflected in such Buyer's commitment
letter delivered to CPFC, with a copy to the Administrative Agent.

       "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

       "Lien" means, with respect to any asset, any mortgage, pledge, lien,
security interest, charge or other encumbrance or security arrangement of any
nature whatsoever, including, without limitation, any conditional sale, capital
lease or title retention arrangement in respect of such asset.

       "Liquidation Yield" means on any date an amount equal to the following:

            ANI x BR x DSO x 2
                       -------
                         360

where:

  ANI  =    Aggregate Net Investment on such date,


                                      21


<PAGE>


  BR   =    the rate determined for such date under clause (i) of the
            definition of "Base Rate" plus 2%, and

  DSO  =    Days' Sales Outstanding calculated on the most recent Settlement
            Date.

       "Lockbox" means a lockbox for deposit of collec-tions of Receivables
maintained pursuant to a Lockbox Agreement.

       "Lockbox Account" means the bank account associ-ated with a Lockbox and
subject to a Lockbox Agreement.

       "Lockbox Agreement" means the letter and instruc-tions relating to a
Lockbox and the related Lockbox Account substantially in the form of Exhibit F-1
hereto.

       "Lockbox Bank" means, at any time, a bank administering a Lockbox and
the related Lockbox Account.

       "London Interbank Offered Rate" means, with respect to any Yield Accrual
Period, the average (rounded upward, if necessary, to the next higher 1/16 of
1%) of the respective rates per annum at which deposits in Dollars are offered
to each of the Euro-Dollar Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days prior to
the first day of such Yield Accrual Period in an amount approximately equal to
such Euro-Dollar Reference Bank's pro rata share of the Tranche to which such
Yield Accrual Period is to apply and for a period of time comparable to such
Yield Accrual Period.

       "Loss Horizon Ratio" means, at any time, a ratio (expressed as a
percentage) calculated by dividing (i) the product of (x) the aggregate amount
of Receivables that were generated during the three consecutive Report Months
ending on the Month-end Date for the most recent Settlement Date, times (y) the
weighted average original days to maturity of all Receivables calculated as of
the Month-end Date for the most recent Settlement Date plus 60, divided by 90,
by (ii) the Net Pool Balance on such Month-end Date.

       "Loss Reserve Percentage" means, at any time, a percentage determined
pursuant to the following calculation: the product of (i) 2.5 times (ii) the
highest average of the


                                      22


<PAGE>


Default Ratios as calculated as of the Month-end Dates for any three
consecutive of the most recent twelve Settlement Dates times (iii) the Loss
Horizon Ratio.

       "Loss to Liquidation Ratio" means the ratio (expressed as a percentage)
calculated on any Settlement Date by dividing (i) the aggregate balance of all
Receivables written off during the three Report Months ending on the Month-end
Date for such Settlement Date by (ii) the aggregate amount of Collections in
respect of all Receivables during such three Report Months; provided that for
purposes of calculating the amount set forth in clause (ii) of this definition,
"Collections" shall not include any amounts paid to the Collection Account with
respect to any Receivables included in clause (i) of this definition as a
Collection pursuant to Section 3.9 hereof or Section 2.2 of the Purchase and
Sale Agreement.

       "Material Debt" means Debt of Holdings and/or one or more of its
Subsidiaries, arising in one or more related or unrelated transactions, in an
aggregate principal or face amount exceeding $10,000,000.

       "Material Financial Obligations" means a principal or face amount of
Debt and/or payment or collateralization obligations in respect of Derivatives
Obligations of Holdings and/or one or more of its Subsidiaries, arising in one
or more related or unrelated transactions, exceeding in the aggregate
$10,000,000.

       "Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $10,000,000.

       "Material Subsidiary" means, at any date, any Subsidiary the book value
of the assets of which, as of the end of the most recent fiscal year for which
financial statements are available, accounted for 10% or more of the book value
of the consolidated assets of Holdings and its consolidated Subsidiaries.

       "Month-end Date" means, for any Settlement Date, the last Business Day
of the calendar month preceding the calendar month in which such Settlement Date
occurs.

       "Morgan Guaranty" means Morgan Guaranty Trust Company of New York, a New
York State banking corporation.


                                      23


<PAGE>


       "Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

       "Net Pool Balance" means, at any time, the aggregate Outstanding Balance
of all Eligible Receivables at such time less the aggregate amount by which the
aggregate Outstanding Balance of all Eligible Receivables of each Obligor, or
each Obligor and its Affiliates taken as a whole, as applicable, at such time
exceeds (x) the aggregate Outstanding Balance of all Eligible Receivables at
such time times (y) the Concentration Limit for such Obligor, or such Obligor
and its Affiliates taken as a whole, as applicable.

       "New Collections" has the meaning set forth in Section 3.7(a).

       "Obligor" means, for any Receivable, each Person who is obligated to
make payments in respect of such Receivable.

       "Other Expenses" means all amounts payable hereunder to the Buyers or
either Agent not constituting payments in respect of Aggregate Net Investment,
Yield or Commitment Fees, including, without limitation, amounts payable under
Sections 2.8, 9.3, 9.4 and 10.3.

       "Outstanding Balance" of any Receivable means, at any time, the then
outstanding amount thereof, including any accrued and outstanding finance
charges related thereto.

       "Parent" means, with respect to any Buyer, any Person controlling such
Buyer.

       "Participant" has the meaning set forth in Section 10.6(b).

       "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.


                                      24


<PAGE>


       "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

       "Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

       "Potential Termination Event" means any condition or event which with
the giving of notice or passage of time or both would, unless cured or waived,
become a Termination Event.

       "Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty in New York City from time to time as its prime rate.

       "Program Documents" means this Agreement, the Buyers' Certificates, the
Purchase and Sale Agreement, the Lockbox Agreements, the Transfer Letters, the
Servicing Agreement (if any), CPFC's articles of incorporation and by-laws, and
such other agreements, documents and instruments as may be entered into and
delivered by CPFC, the Seller or the Servicer in connection with the
transactions contemplated by this Agreement and the Purchase and Sale Agreement.

       "Purchase" means an Incremental Purchase or a Reinvestment.

       "Purchase and Sale Agreement" means the Purchase and Sale Agreement
dated as of June 12, 1996 between CPC, as seller, and CPFC, as purchaser,
substantially in the form of Exhibit I hereto, as amended from time to time.

       "Purchase Notice" has the meaning set forth in Section 2.2.


                                      25


<PAGE>



       "Purchase Price" has the meaning set forth in Section 2.2.

       "Purchased Interest" means at any time an undivided percentage ownership
interest equal to the Buyers' Interest at such time in (i) all right, title and
interest of CPFC in, to and under each and every Receivable then outstanding,
(ii) all Related Security with respect to each such Receivable, (iii) all
Collections with respect thereto, (iv) all books and records relating thereto,
and (v) all proceeds of the foregoing.

       "Qualified Bank" means (i) any bank or trust company organized under the
laws of the United States or any state thereof or any branch or agency located
in the United States of any bank or trust company organized under the laws of a
foreign jurisdiction that is subject to supervision and examination by United
States Federal or state banking authorities, that (x) has capital, surplus and
undivided profits of at least $500,000,000 and (y) has Ratable Long-Term Debt
rated A or higher by S&P, and (ii) any other bank (x) listed as a Qualified Bank
on Schedule 1 hereto or (y) approved as a Qualified Bank by the Required Buyers;
PROVIDED that as to any bank not meeting the standards set forth in clause (i),
(A) the Required Buyers may, upon not less than 30 days' notice to CPFC, specify
that such bank shall no longer be a Qualified Bank hereunder and (B) prior to
such bank acting as a Qualified Bank hereunder, the rating assigned to the
Buyers' Certificates by S&P on the Closing Date shall be reaffirmed.

       "Quarterly Date" means each March 31, June 30, September 30 and December
31 (or, if such date is not a Business Day, the next succeeding Business Day).

       "Ratable Long-Term Debt" means, with respect to any Person, senior
unsecured long-term debt of such Person without third party credit support.

       "Ratable Short-Term Debt" means, with respect to any Person, senior
unsecured short-term debt of such Person without third party credit support.

       "Receivable" means at any time a trade receivable originated in
connection with the sale of goods or the provision of services by Seller or an
Eligible Subsidiary in its normal course of business, other than a receivable


                                      26


<PAGE>


(i) owing by any Obligor not domiciled in the United States or Canada, or (ii)
owing by any Obligor that is an Affiliate of the Seller, unless, in each case,
(x) such Obligor has been approved in writing by the Required Buyers and (y)
prior to any receivable of such Obligor being included within the definition of
"Receivable" hereunder, the rating assigned to the Buyers' Certificates by S&P
on the Closing Date shall be reaffirmed.

       "Receivables Information Memorandum" means the Crown Paper Funding
Corporation Rated Receivables Purchase Facility Overview of Structure and
Collateral dated as of April, 1996.

       "Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any one
of such Reference Banks.

       "Reinvestment" has the meaning set forth in Section 3.7(c).

       "Related Security" means with respect to any Receivable:  (a) all of the
interest, if any, of Seller or an Eligible Subsidiary, as applicable, in the
goods (including returned goods) the sale of which gave rise to such Receivable;
(b) all other security interests or liens and property subject thereto from time
to time, if any, securing payment of such Receivable; and (c) all guarantees,
letters of credit, insurance or other agreements or arrangements of any kind
from time to time supporting or securing payment of such Receivable.

       "Release" means any discharge, emission or release, including a Release
as defined in CERCLA at 42 U.S.C. Section 9601(22).  The term "Released" has a
corresponding meaning.

       "Remainder" has the meaning set forth in Section 3.7(a).

       "Report Month" means each period beginning on the day after a Month-end
Date and ending on the next succeeding Month-end Date.

       "Required Buyers" means, at any time prior to the Termination Date,
Buyers having at least 51% of the total Commitments or, on or after the
Termination Date, Buyers


                                      27



<PAGE>


having at least 51% of the Adjusted Aggregate Net Investment; PROVIDED that
for purposes of Section 3.5 only, "Required Buyers" means, at any time when
no Termination Event exists, Buyers having at least 51% of the total
Commitments or, on or after the Termination Date if no Termination Event
exists, Buyers having at least 51% of the Adjusted Aggregate Net Investment
plus, in each case covered by this PROVISO, the Collateral Agent.

       "Reserve Percentage" means, at any time, a percentage equal to the
greater of 17%, and (ii) the sum of (x) the Loss Reserve Percentage at such time
plus (y) the Dilution Reserve Percentage at such time.

       "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

       "Seller" means CPC and its successors in its capacity as Seller under
the Purchase and Sale Agreement.

       "Servicer" means CPC, or, after a Servicing Transfer, such other Person
which is the successor Servicer of the Receivables pursuant to a Servicing
Agreement.

       "Servicer Termination Event" means any of the following:

       (i)  failure on the part of the Servicer to transfer or deposit funds
  (A) in respect of reductions in the Aggregate Net Investment on the date the
  Servicer is required to do so hereunder or (B) in respect of any other amount
  which the Servicer is required under the Program Documents to transfer or
  deposit and the continuation of such failure for a period of three Business
  Days; or failure on the part of the Servicer to remit any Settlement
  Statement or Daily Report when due and the continuation of such failure for a
  period of three Business Days; or

      (ii)  failure on the part of the Servicer duly to observe or to perform
  in any material respect any other covenants or agreements of the Servicer set
  forth herein, in the Purchase and Sale Agreement, if applicable, or in the
  Servicing Agreement, which failure shall continue unremedied for a period of
  10 Business Days after the date on which written notice of


                                      28


<PAGE>


  such failure, requiring the same to be remedied, shall have been given to
  the Servicer by either Agent; or

     (iii)  any representation, warranty or certification made by the Servicer
  herein or in the Servicing Agreement proves to have been incorrect in any
  material respect when made or deemed made; PROVIDED that it shall not
  constitute a Servicer Termination Event if such incorrect representation,
  warranty or certification arises from an error in a Daily Report that has
  been promptly remedied and has not resulted in the Adjusted Buyer's Interest
  exceeding 100%; or

      (iv)  an Event of Bankruptcy with respect to the Servicer.

       Notwithstanding the foregoing, a delay in or failure of performance
referred to in clause (i) above for a period not to exceed two Business Days
shall not constitute a Servicer Termination Event if such delay or failure could
not have been prevented by the exercise of reasonable diligence by the Servicer
or such delay or failure was caused by an Act of God or the public enemy, acts
of declared or undeclared war, public disorder, rebellion or sabotage,
epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or
similar causes.  The preceding sentence shall not relieve the Servicer from
using its best efforts to perform its obligations in a timely manner in
accordance with the terms of this Agreement, and the Servicer shall provide the
Agents and each Buyer prompt notice of any such failure or delay, together with
a description of its efforts so to perform its obligations.

       "Servicer's Compensation" means the compensation payable to the Servicer
pursuant hereto or pursuant to the Servicing Agreement (if any).

       "Servicer's Compensation Reserve" means, on any date of determination,
an amount equal to (i) the aggregate Outstanding Balance of Receivables times
(ii) 1.5% times (iii) two times Days' Sales Outstanding divided by 360; PROVIDED
that, if the servicing of the Receivables is transferred to a successor Servicer
as the result of a Servicing Transfer, the percentage set forth in clause (ii)
above shall be increased to reflect any additional compensation payable to the
successor Servicer.


                                      29


<PAGE>


       "Servicing Agreement" means any agreement between the Collateral Agent
and any Person acting as Servicer, other than CPC, which agreement shall contain
provisions concerning the servicing of Receivables substantially similar to the
provisions contained herein and in the Purchase and Sale Agreement concerning
the servicing of Receivables.

       "Servicing Transfer" has the meaning set forth in Section 3.5.

       "Settlement Date" means the fifteenth day of each month or, if such day
is not a Business Day, the next succeeding Business Day.

       "Settlement Statement" has the meaning set forth in Section 6.2(b).

       "Special Obligor" means each Obligor listed on Schedule 2 hereto.

       "Subsidiary" means, as to any Person, any corporation or other entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person.  If not
otherwise specified, Subsidiary shall mean a Subsidiary of Holdings.

       "Systems Letter" has the meaning set forth in Section 4.1(bb).

       "Temporary Cash Investments" means book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence (a) direct obligations of the United States or obligations
guaranteed by the United States; (b) time deposits with, including certificates
of deposit issued by, a bank whose Ratable Short-Term Debt is rated at least A-
1+ by S&P; (c) commercial paper rated at least A-1+ by S&P; and (d) repurchase
agreements with a Qualified Bank collateralized by obligations described in
clause (a) above; in the case of each of (a) through (d) maturing within 30 days
from the date of acquisition thereof.

       "Termination Date" means the earliest of (i) the Business Day which CPFC
designates as such by written notice


                                      30


<PAGE>


to the Agents at least 30 days prior to such Business Day, (ii) the "Final
Purchase Date" as defined in the Purchase and Sale Agreement and (iii) the
Expiry Date.

       "Termination Event" has the meaning set forth in Section 7.1.

       "Tranche" has the meaning set forth in Section 2.3.

       "Transfer Letter" means a letter substantially in the form of Appendix A
to Exhibits F-1 and F-2.

       "Transferor's Interest" means, at any time, the amount expressed as a
percentage equal to 100% minus the Buyers' Interest at such time.

       "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York; PROVIDED that if, by reason of mandatory provisions of
law, the perfection or the effect of perfection or non-perfection as to any
interest in Receivables, any Related Security, any Collections thereon, any
books and records relating thereto or proceeds of the foregoing is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than New York,
"UCC" means the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof relating to such perfection or effect of
perfection or non-perfection.

       "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the present value of all benefit liabilities under
such Plan, determined on a plan termination basis using the assumptions
prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the
fair market value of all Plan assets allocable to such liabilities under Title
IV of ERISA (excluding any accrued but unpaid contributions), all determined as
of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the ERISA Group
to the PBGC or any other Person under Title IV of ERISA.

       "United States" means the United States of America, including the States
and the District of Columbia, but excluding its territories and possessions.


                                      31


<PAGE>


       "Yield" means, with respect to any Yield Accrual Period for any Tranche
on any date of determination thereof, an amount equal to the following:

            YR x T x   AD
                      -----
                      Basis

where:

  YR   =    the Yield Rate applicable to such Yield Accrual Period for such
            Tranche;

  T    =    the amount of the Tranche to which such Yield Accrual Period
            applies;

  AD   =    the actual number of days (including the first but excluding the
            last day) in such Yield Accrual Period; and

  Basis=    365 for any Yield Rate based on the Prime Rate and 360 for all
            other Yield Rates;

PROVIDED that no provision of this Agreement shall require the payment or permit
the collection of Yield in excess of the maximum permitted by applicable law.

       "Yield Accrual Period" means:

       (a)  with respect to any Tranche the Yield Rate of which is the Euro-
Dollar Rate, each period commencing on the date a portion of the Aggregate Net
Investment is allocated to such Tranche pursuant to Section 2.3 and ending on
the numerically corresponding day in the first, second, third or sixth (as
selected by CPFC) calendar month thereafter, except that (i) if such day is not
a Euro-Dollar Business Day, such Yield Accrual Period shall end on the next
succeeding Euro-Dollar Business Day (provided that if such Euro-Dollar Business
Day is in a subsequent calendar month, such Yield Accrual Period shall end on
the next preceding Euro-Dollar Business Day) and (ii) each Yield Accrual Period
that commences on the last Euro-Dollar Business Day of a calendar month (or on
any day for which there is no numerically corresponding day in the appropriate
subsequent calendar month) shall end on the last Euro-Dollar Business Day of the
appropriate subsequent calendar month;


                                      32


<PAGE>


       (b)  with respect to any Tranche the Yield Rate of which is the Fixed CD
Rate, each period commencing on the date a portion of the Aggregate Net
Investment is allocated to such Tranche pursuant to Section 2.3 and ending on
the day which falls 30, 60 or 90 (as selected by CPFC) days thereafter (or, if
such day is not a Euro-Dollar Business Day, the next succeeding Euro-Dollar
Business Day); and

       (c)  with respect to any Tranche the Yield Rate of which is the Base
Rate, each period commencing on the date a portion of the Aggregate Net
Investment is allocated to such Tranche pursuant to Section 2.3 and ending on
the earlier of (i) with respect to any amount of prepayment of any portion of
the Aggregate Net Investment related to such Tranche, the date of such
prepayment and (ii) the next succeeding Quarterly Date;

PROVIDED that (i) any Yield Accrual Period which commences prior to the Expiry
Date and would otherwise end after the Expiry Date shall end on the Expiry Date,
(ii) any Yield Accrual Period commencing on or after the Termination Date shall
be a period of one day, and (iii) for purposes of Section 3.8 only, any Yield
Accrual Period which commences prior to the Termination Date and would otherwise
end after the Termination Date shall, if such Termination Date occurred due to
an Event of Bankruptcy with respect to CPFC, CPC or Holdings, end on the
Termination Date.

       "Yield Accrual Period Selection Notice" has the meaning set forth in
Section 2.3.

       "Yield Rate" means, (a) the Euro-Dollar Rate, (b) the Fixed CD Rate or
(c) the Base Rate; PROVIDED that the Yield Rate shall not, commencing on the
Termination Date (or, if a Termination Date has occurred due to the occurrence
of a Termination Event described in Section 7.1(q), commencing on the day in
respect of such Termination Event on which the Adjusted Buyers' Interest first
exceeded 100%), exceed a per annum rate equal to the sum of the rate specified
in clause (i) of the definition of "Base Rate", as in effect for the Business
Day preceding the Termination Date (or such day on which the Adjusted Buyers'
Interest first exceeded 100%), plus 2%.

       "Yield Reserve" means, for any date of determination, the sum of (i) the
accrued and unpaid Yield on such date, (ii) the Liquidation Yield on such date,
(iii)

                                      33


<PAGE>


the accrued and unpaid Commitment Fees on such date, (iv) the accrued and
unpaid Servicer's Compensation on such date and (v) the Servicer's
Compensation Reserve on such date.

       "Yield Reserve Requirement" means an amount equal at any time to the
product of (x) Aggregate Net Investment at such time times (y) the rate
determined under clause (i) of the definition of "Base Rate" at such time, plus
2% times (z) 5 divided by 360.

       SECTION 1.2.    UCC TERMS.  With respect to the Purchased Interest, terms
not otherwise defined herein which are defined in the UCC shall, unless the
context otherwise requires, have the meanings set forth therein.

       SECTION 1.3.    ACCOUNTING TERMS AND DETERMINATIONS.  Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP.


                                   ARTICLE 2

                                    PURCHASES


       SECTION 2.1.    SALE AND ASSIGNMENT.  At the time of each Purchase, CPFC
hereby sells and assigns to the Buyers, and the Buyers hereby purchase from
CPFC, the Purchased Interest.  Each such sale, subject only to the provisions of
Section 3.9 hereof, shall be without recourse.

       SECTION 2.2.    INCREMENTAL PURCHASES.  (a)  Subject to the terms and
conditions hereof, CPFC may from time to time on and after the Closing Date to
but excluding the Termination Date at its option sell to the Buyers, and the
Buyers agree to purchase (an "Incremental Purchase") from CPFC for the purchase
price (the "Purchase Price") set forth in the Purchase Notice for such
Incremental Purchase, undivided percentage ownership interests in each and every
Receivable, together with the Related Security, Collections, books and records
related thereto and other proceeds with respect thereto; PROVIDED that the
Buyers shall have no obligation to make an Incremental Purchase if (i) the
Purchase Price is in excess of the Available Commitment or


                                      34


<PAGE>


(ii) after giving effect to such Incremental Purchase, the Adjusted Buyers'
Interest would exceed 100%.  The Purchase Price for an Incremental Purchase
shall be paid in the form of Dollars.  Each Incremental Purchase shall be in
an amount of $1,000,000 or any integral multiple of $100,000 in excess
thereof; PROVIDED that if at the time of any Incremental Purchase the then
Available Commitment is less than the minimum amount required, CPFC may
request an Incremental Purchase for a Purchase Price equal to the Available
Commitment.  Each Buyer's obligation to make purchases hereunder is ratable
in the proportion its Commitment bears to the total Commitments and is
several and not joint, and the failure of any Buyer to perform any of its
obligations hereunder shall not require the performance of such obligations
by either Agent or any other Buyer.

       (b)  CPFC shall provide the Administrative Agent with a notice
substantially in the form of Exhibit B hereto (a "Purchase Notice") prior to
each Incremental Purchase at the time specified in Section 2.3 for delivery of
the appropriate Yield Accrual Period Selection Notice.  Upon receipt of such
Purchase Notice, the Administrative Agent shall promptly provide each Buyer with
a copy of such Purchase Notice, and advise it of its ratable share of the
Purchase Price for such Incremental Purchase.  Not later than 12:00 Noon (New
York City time) on the day of any Incremental Purchase, each Buyer shall make
available in Federal or other funds immediately available in New York City its
pro rata share of the Dollar portion of the Purchase Price for such Incremental
Purchase to the Administrative Agent.  The amount so received by the
Administrative Agent shall be deposited in CPFC's account as notified by CPFC in
like funds.  Each Purchase Notice shall be irrevocable and binding on CPFC when
delivered to the Buyers.

       SECTION 2.3.    TRANCHES; YIELD ACCRUAL PERIODS; YIELD RATES.  (a)  CPFC
shall for each Incremental Purchase and thereafter prior to the expiry of each
Yield Accrual Period allocate portions of the Aggregate Net Investment (any such
portion so allocated being herein referred to as a "Tranche") to carry a Yield
at a Yield Rate to be selected by CPFC for a Yield Accrual Period to be selected
by CPFC, to commence on the date of such Incremental Purchase or on the last day
of the Yield Accrual Period then expiring; PROVIDED that the Aggregate Net
Investment may be so allocated to no more than five Tranches at any one time.


                                      35


<PAGE>


The amount of each Tranche selected by CPFC shall be in an amount of $1,000,000
or any integral multiple of $100,000 in excess thereof.  Notwithstanding the
foregoing, no minimums shall apply to Tranches with Yield Accrual Periods
commencing on or after the Termination Date.

       (b)  CPFC shall give the Administrative Agent (who shall give such
notice to the Buyers) notice of the amount, Yield Rate and Yield Accrual Period
(a "Yield Accrual Period Selection Notice") for each Tranche, such notice to be
substantially in the form of Exhibit C hereto and to be received by the
Administrative Agent not later than 10:00 A.M. (New York City time) on the
number of days prior to (or on) the first date of the requested Yield Accrual
Period set forth below:

  Notice                            Number of Days Prior
  ------                            --------------------
Yield Accrual Period with a         3 Euro-Dollar
Euro-Dollar Rate Yield Rate         Business Days

Yield Accrual Period with
a Fixed CD Rate Yield Rate          3 Business Days

Yield Accrual Period with a         First day of
Base Rate Yield Rate                requested Yield
                                    Accrual Period

Each Yield Accrual Period Selection Notice shall be irrevocable once given to
the Buyers.  If (x) CPFC fails to provide a Yield Accrual Period Selection
Notice on a timely basis prior to the expiry of a Yield Accrual Period, or (y)
the Administrative Agent determines that the Yield Rate and Yield Accrual Period
requested by CPFC is unavailable pursuant to Section 9.1 or 9.2 hereof, or (z)
such Yield Accrual Period commences on or after the Termination Date, the Yield
Rate shall be the Base Rate and the related Yield Accrual Period shall be as
provided therefor in the definition of "Yield Accrual Period".

       SECTION 2.4.    FEES.  CPC shall pay the following fees:

       (i) on the Closing Date to the Administrative Agent for the account of
  each Buyer, a fee equal to 1/10 of 1% of such Buyer's Commitment;


                                      36


<PAGE>


      (ii)  on the Closing Date to S&P, all fees and expenses of S&P in
  connection with the rating of the Buyers' Certificates;

     (iii)  on the Closing Date to Davis Polk & Wardwell, special counsel to
  the Agents, all reasonable fees and expenses of Davis Polk & Wardwell,
  invoiced not less than seven days prior to the Closing Date in connection
  with the preparation of the Program Documents; and

      (iv)  on the Closing Date, to the Collateral Agent, for its own account
  such fees and compensation in such amounts as are set forth in the letter
  dated March 27, 1996.

       SECTION 2.5.    OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS.  CPFC
may, upon at least three Business Days' notice to the Administrative Agent,
reduce in whole or from time to time in part the total Commitments (but not
below the Aggregate Net Investment) by an aggregate amount of $1,000,000 or any
multiple of $100,000 in excess thereof.  Any reduction in the total Commitments
shall cause a pro rata reduction in the Commitment of each Buyer.

       SECTION 2.6.    PAYMENTS UNDER CERTAIN CIRCUMSTANCES.  CPFC may at any
time at its option reduce the Aggregate Net Investment by directly paying monies
to the Administrative Agent for distribution to the Buyers for application to
such Tranche or Tranches as CPFC shall direct; PROVIDED that:

       (i)  no such reduction may be made in respect of any Tranche accruing
  Yield at the Euro-Dollar Rate or the Fixed CD Rate unless (A) it is in an
  amount equal to the lesser of (x) $1,000,000 (or a multiple of $100,000 in
  excess thereof) and (y) the amount of such Tranche and, if it is a partial
  reduction of such Tranche, the amount of the remaining portion of such
  Tranche shall not be less than $1,000,000, and (B) it is at the end of the
  Yield Accrual Period therefor;

      (ii)  no such reduction may be made in respect of any Tranche accruing
  Yield at the Base Rate unless it is in an amount equal to the lesser of (x)
  $1,000,000 (or a multiple of $100,000 in excess thereof) and (y) the amount
  of such Tranche and, if it is a partial reduction of such Tranche, the amount
  of the remaining


                                      37


<PAGE>


  portion of such Tranche shall not be less than $1,000,000;

     (iii)  no such reduction shall be made unless CPFC shall have determined,
  based on consultation with its chief accounting officer, that the amount of
  such reduction will have no effect on the treatment of sales of interests in
  the Receivables to the Buyers hereunder as sales in accordance with GAAP;

      (iv)  notice shall be given to the Administrative Agent (x) at least two
  Business Days prior to the reduction of any Tranche accruing Yield at the
  Fixed CD Rate, (y) at least three Euro-Dollar Business Days prior to the
  reduction of any Tranche accruing Yield at the Euro-Dollar Rate, and (z) on
  or prior to the date of a reduction of any Tranche accruing Yield at the Base
  Rate; and

       (v)  subject to Section 2.8, CPFC may revoke a notice given under clause
  (iv).

       SECTION 2.7.    GENERAL PROVISIONS AS TO PAYMENTS.  (a)  All amounts
to be paid to the Agents or the Buyers hereunder shall be paid in accordance
with the terms hereof not later than 12:00 Noon (New York City time) on the
date when due, in Federal or other funds immediately available in New York
City, to the Administrative Agent at its address referred to in Section 10.1.
 No such amount shall, except as provided in the FURTHER PROVISO in Section
3.9, be deemed paid by virtue of its deposit in the Collection Account or the
Cash Collateral Account.  Except as provided in the FURTHER PROVISO in
Section 3.9 and in Section 2.6, payment in respect of Aggregate Net
Investment, Yield and Servicer's Compensation shall be paid (and shall be due
and payable) only out of Collections pursuant to Sections 3.7 and 3.8;
Commitment Fees and Other Expenses shall be paid pursuant to Sections 3.7 and
3.8, or if not so paid, shall in any event be payable by CPFC in arrears on
each Quarterly Date (in the case of Commitment Fees) or when due (in the case
of Other Expenses).  Amounts payable to the Agents or the Buyers under any
provision of Section 3.7 or 3.8 should be paid ratably to the extent of funds
available.  CPFC shall, to the extent permitted by law, pay to the Agents or
the Buyers upon demand, interest on all amounts not paid when due and payable
hereunder at a rate equal to the rate determined under clause (i) of the
definition of "Base Rate"

                                      38


<PAGE>


(calculated on the basis of a year of 365 days and actual days elapsed) plus
2% per annum.  All computations by the Agents of amounts payable hereunder
shall be binding and conclusive absent manifest error.

       (b)  The Buyers' Interest shall be calculated by the Servicer for
purposes of each Purchase Notice and each Daily Report.  If the Servicer shall
fail to promptly calculate the Buyers' Interest as required herein, the
Collateral Agent may calculate the Buyers' Interest.  All calculations of the
Buyers' Interest shall be rounded to the nearest 1/100 of 1% (with any
calculation that yields 5/1000 of 1% as a last digit being rounded upward).

       SECTION 2.8.    FUNDING LOSSES.  If for any reason in respect of any
Tranche the Yield Rate of which is determined by reference to the Euro-Dollar
Rate or Fixed CD Rate, a reduction is effected on any day other than the last
day of the Yield Accrual Period selected or applicable thereto or the relevant
Tranche is otherwise not outstanding for the duration of such Yield Accrual
Period or if CPFC fails to complete an Incremental Purchase or a reduction of
the Aggregate Net Investment after notice has been given to the Buyers in
accordance with Section 2.2 or 2.6, CPFC shall reimburse each Buyer within 15
days after demand for any resulting loss or expense incurred by it (or by an
existing or prospective Participant in the related Tranche), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin.  Any such Buyer making such
demand for reimbursement shall deliver to CPFC a certificate, supported where
applicable by documentary evidence, explaining the amount of such loss or
expense, which certificate shall be conclusive in the absence of manifest error.


                                  ARTICLE 3

                                   ASSIGNMENT;
                  COLLECTION AND ADMINISTRATION OF RECEIVABLES


       SECTION 3.1.    ASSIGNMENT.  (a)  CPFC and the Buyers intend the sale
of the Purchased Interest hereunder to be a true sale of all of CPFC's right,
title and interest in, to and under the Receivables, the Related Security,
all


                                      39


<PAGE>


Collections, all books and records related thereto and all proceeds of the
foregoing to the extent of the Buyers' Interest, providing the Buyers with
the full benefits of ownership of the same, and CPFC and the Buyers do not
intend this transaction to be, or for any purpose to be characterized as, a
loan secured by such Receivables, Related Security, Collections, books and
records and proceeds.  Notwithstanding whether a court would characterize the
sale of the Purchased Interest hereunder as a loan rather than a true sale,
in order to secure its obligations under this Agreement and to further assure
the transfer of the Purchased Interest, CPFC hereby grants, pledges and
assigns as security to the Collateral Agent for the benefit of the Buyers and
the Agents:

       (i)   the Cash Collateral Account and all funds held therein, all income
  from the investment of funds in the Cash Collateral Account and all
  certificates and instruments, if any, from time to time representing or
  evidencing the Cash Collateral Account or such investments;

      (ii)   all right, title and interest of CPFC in, to and under the
  Receivables, together with all Related Security and Collections related
  thereto;

     (iii)   all right, title and interest of CPFC in, to and under the Purchase
  and Sale Agreement, including all monies due and to become due to CPFC from
  the Seller under or in connection therewith, whether as Receivables or fees,
  expenses, costs, indemnities, insurance recoveries, damages for breach or
  otherwise, and all rights, remedies, powers, privileges and claims of CPFC
  against the Seller under or with respect to the Purchase and Sale Agreement
  (whether arising pursuant to the terms of the Purchase and Sale Agreement or
  otherwise available at law or in equity);

      (iv)   all right, title and interest of CPFC in, to and under each of the
  other Program Documents (excluding this Agreement) (whether as an original
  party thereto, as assignee or otherwise), including all monies due and to
  become due to CPFC under or in connection with such other Program Documents,
  and all rights, remedies, powers, privileges, benefits and claims of CPFC
  under or with respect to such other Program Documents (whether arising
  pursuant to the


                                      40


<PAGE>


  terms of such Program Documents or otherwise available at law or in equity);

       (v)  the Collection Account and all funds held therein, all income from
  the investment of funds in the Collection Account and all certificates and
  instruments, if any, from time to time representing or evidencing the
  Collection Account or such investments;

      (vi)  all Lockboxes, Lockbox Accounts and all funds held therein, all
  income from the investment of funds in the Lockbox Accounts and all
  certificates and instruments, if any, from time to time in such Lockboxes or
  representing or evidencing the Lockbox Accounts or such investments;

     (vii)  all interest, dividends, cash, instruments and other property from
  time to time received, receivable or otherwise distributed in respect of or
  in exchange for any and all of the foregoing;

    (viii)  all books and records (including, without limitation, customer
  lists, credit files, computer programs, printouts and other computer materials
  and records) relating to any of the above; and

      (ix)  all substitutions for and proceeds of any of the foregoing and, to
  the extent not otherwise included, all payments under insurance (whether or
  not the Collateral Agent is the loss payee thereof) or any indemnity,
  warranty or guaranty, payable by reason of loss or damage to or otherwise
  with respect to any of the foregoing.

       Notwithstanding the foregoing, no obligation or liability of CPFC, the
Seller or the Servicer under any Receivables or any related Contracts, or CPFC
under the Purchase and Sale Agreement, shall be assumed by the Agents or the
Buyers, and any such assumption is hereby expressly disclaimed.

       (b)   CPFC shall monitor and require compliance by the Seller with its
obligations under the Purchase and Sale Agreement, shall exercise its rights and
remedies thereunder so as to be afforded the benefits intended to accrue to it
thereunder and shall, in the event of any default by the Seller in performance
of its obligations thereunder,


                                      41


<PAGE>


exercise any and all of its rights and remedies under the Purchase and Sale
Agreement to the extent and in the manner directed by the Collateral Agent.

       SECTION 3.2.    ACCOUNTS AND COLLECTIONS.  (a)  All Obligors shall be
instructed to cause all Collections of the Receivables to be either (i) mailed
directly to a Lockbox with a Qualified Bank which has entered into a Lockbox
Agreement governing such Lockbox and the related Lockbox Account (which shall be
a separate and segregated account) or (ii) electronically transferred to a
Lockbox Account or the Collection Account.  If CPFC or the Servicer receives any
Collections on the Receivables, it shall hold such Collections in trust for the
Buyers in respect of the Purchased Interest.  All Lockbox Accounts shall be
swept daily into (and as soon as possible, but in any event not later than two
Business Days after receipt of any Collections on the Receivables by CPFC or the
Servicer other than through a Lockbox Account, such Collections shall be
deposited in) a single collection account (the "Collection Account") to be at
all times maintained with a Qualified Bank which has entered into a Collection
Account Agreement (the "Collection Account Agreement") (which shall be
substantially in the form of Exhibit F-2 hereto which has been executed and
delivered to the Collateral Agent; PROVIDED that if such Qualified Bank's
certificates of deposit are not at the time rated A-1+ by S&P the Collection
Account shall be a corporate trust account at such Qualified Bank.  Each Lockbox
Account and the Collection Account shall be in the names of CPFC and the
Collateral Agent, and the funds deposited in each such Account shall consist
solely of Collections on the Receivables and shall not be commingled with any
other funds of CPFC or the Servicer or any other Person.  Any funds in a Lockbox
Account or the Collection Account which are not held as a deposit in such
account but are invested shall be invested in Cash Collateral Account
Investments.  The location of each Lockbox and the number and location of each
Lockbox Account and the Collection Account on the Closing Date is set forth on
Schedule 1 hereto and such locations and account numbers shall not be changed,
and no new Lockbox or Lockbox Account shall be added, without 30 days' prior
written notice to the Collateral Agent.

       (b)   At all times during the term of this Agreement the Collateral Agent
shall maintain an account in its name, on behalf of the Buyers, and under its
control


                                      42


<PAGE>


(the "Cash Collateral Account") for the deposit of all amounts to be
deposited in such account hereunder; PROVIDED that if the Collateral Agent's
certificates of deposit are not at the time rated A-1+ by S&P the Cash
Collateral Account shall be a corporate trust account at the Collateral
Agent. Upon allocation by the Servicer of the Buyer's share of New
Collections in accordance with Section 3.7 or 3.8, the Collateral Agent shall
allocate amounts in the Cash Collateral Account to the Yield Reserve
Requirement, Yield, Commitment Fees and Aggregate Net Investment in
accordance with Sections 3.7 and 3.8.

       (c)   Amounts on deposit in the Cash Collateral Account shall be invested
from time to time in Cash Collateral Account Investments selected by the
Collateral Agent.  Interest or other earnings on Cash Collateral Account
Investments in the Cash Collateral Account shall be credited to such account
and, on each Quarterly Date prior to the Termination Date shall (provided no
Termination Event and no Potential Termination Event has occurred and is then
continuing) be paid to CPFC and shall, commencing on the Termination Date, be
applied in accordance with Section 3.8.  The Collateral Agent shall have no
liability in respect of the Cash Collateral Account Investments or any returns
or losses thereon.

       SECTION 3.3.    ADMINISTRATION OF RECEIVABLES.

       (a)   CPFC shall, or shall cause the Servicer to (in which event the
Servicer shall), maintain all books and records relating to the Receivables as
may be necessary or advisable for the administration, servicing and collection
of the Receivables (including, without limitation, duplicate records and/or
system redundancy so as to enable the reconstruction of essential records in the
event of any reasonably foreseeable casualty) and all other information
necessary to establish or evidence the Buyers' right, title and interest in and
to the Purchased Interest, such records and information to be prepared and
maintained in a manner and utilizing procedures no less adequate than the manner
and procedures in effect on the date hereof.  The Servicer shall not encumber,
or permit any party other than the Buyers to encumber, any right, title or
interest in such books and records.  All Receivables will be identified under
one or more computer codes not used for any other accounts receivable or any
other accounting items of CPFC or any other Person and will be readily
identifiable and otherwise


                                      43


<PAGE>


segregated from all other accounts receivable and other accounting items of
CPFC, the Seller, the Servicer and any other Person. Any printout listing the
Receivables will indicate that CPFC owns the Receivables and that the Buyers
own the Purchased Interest in the Receivables.

       (b)   The administration, servicing and collection of the Receivables
shall be the responsibility of the Servicer.  Until a Servicing Transfer shall
have occurred, CPC will act as Servicer.  The Servicer shall, to the fullest
extent permitted by law, have the power and authority, on behalf of CPFC, to
take such actions in respect of any such Receivable as the Servicer may deem
advisable and are consistent with the terms of this Agreement.  The Servicer
agrees to exercise the same degree of skill and care and apply the same
standards, policies, procedures and diligence that it would apply to the
performance of the same functions with respect to its own accounts receivable.
The Servicer shall comply in all material respects with all applicable legal
requirements in the performance of its administrative, servicing and collection
functions hereunder.

       (c)   CPFC will at all times observe and perform, or cause to be observed
and performed, all obligations and undertakings to the Obligors arising in
connection with each Receivable and the related Contract.  The Servicer shall
endeavor to collect or cause to be collected from the Obligor under each
Receivable, as and when due, all amounts payable thereunder in accordance with
the Credit and Collection Policy.  Neither CPFC nor the Servicer shall do
anything to modify the terms of any Receivable, except in accordance with the
Credit and Collection Policy, if such modification would materially adversely
affect CPFC or cause a Termination Event, or would materially impair the rights
of the Buyers in and to the Purchased Interest; PROVIDED that (i) CPFC or the
Servicer may grant, or permit to be granted, to the Obligor under any
Receivable, any Dilution Factor which the Servicer in good faith believes is
justified, subject to the provisions of Section 3.9(c), and (ii) the Servicer
may take or permit to be taken such action to collect Receivables as it may deem
advisable, including resale of any repossessed, returned or rejected goods and
rescheduling through extension or otherwise of payments due under any Receivable
so long as such action is consistent with the Servicer's historical collection
practices as modified from time to time in accordance with this Section.


                                      44


<PAGE>


Neither CPFC nor the Servicer shall change the fundamental nature of its
business or the Credit and Collection Policy in a manner that would materially
adversely affect CPFC or materially impair the collectibility of the Receivables
(it being understood that the Servicer may amend the Credit and Collection
Policy as long as such amendment does not materially adversely affect CPFC or
materially impair the collectibility of the Receivables).  In the event of a
default under any Receivable, the Servicer shall be entitled to sue thereon in
the name of CPFC and CPC and, if and only if the Collateral Agent, acting upon
the instructions of the Required Buyers, consents in writing, as agent of the
Buyers.

       SECTION 3.4.    SERVICER'S COMPENSATION.   The Servicer's Compensation
shall be paid to the Servicer in accordance with Sections 3.7 and 3.8 hereof.
Servicer's Compensation payable to CPC as Servicer shall accrue on each day
until the earlier of the Final Payment Date and the date of a Servicing
Transfer, in an amount equal to the product of (i) 1.5% per annum (calculated on
the basis of a year of 360 days) times (ii) the aggregate Outstanding Balance of
Receivables on such day.

       SECTION 3.5.    SERVICING TRANSFER. The Required Buyers may, upon the
occurrence and during the continuation of a Termination Event, by directing the
Administrative Agent to deliver notice to such effect to CPFC and the Servicer,
terminate the services of the then Servicer under the Program Documents and
transfer (a "Servicing Transfer") the servicing of the Receivables to the
Collateral Agent or affiliated or unaffiliated contractors engaged by the
Collateral Agent to act as Servicer.  The Collateral Agent agrees that if no
other Servicer is engaged it will act as Servicer hereunder.  Such Servicing
Transfer shall be effective immediately if a Servicer Termination Event is then
in existence but shall otherwise be effective 30 days after delivery of the
notice thereof.  Notwithstanding the Servicing Transfer, pending the
commencement of the servicing of the Receivables by the successor Servicer, the
terminated Servicer shall continue to be obligated to service the Receivables
pursuant hereto.  The terminated Servicer, after receiving a notice of a
Servicing Transfer shall, at its expense, deliver to the Collateral Agent or the
successor Servicer, as and when directed by the Collateral Agent, (i) a schedule
of the Receivables indicating, as to each Receivable, applicable information as


                                      45


<PAGE>


to the related Obligor and the Outstanding Balance and (ii) copies of all of the
Servicer's records relating to such Receivables.  To the extent that compliance
with this Section 3.5 shall require the Servicer to disclose to the successor
Servicer information of any kind which the Servicer reasonably deems to be
confidential, the successor Servicer shall be required to enter into such
customary licensing and confidentiality agreements as the Servicer shall deem
necessary to protect its interest.  Neither CPFC nor the Servicer shall be
liable for any acts or omissions of the successor Servicer.

       SECTION 3.6.    PROTECTION OF PURCHASED INTEREST.  (a)  CPFC and the
Servicer shall, from time to time, do and perform any and all acts and execute
any and all documents (including, without limitation any amendment, supplement
or continuation of any financing statements under the UCC, the execution of any
instrument of transfer, the giving of notice of the Purchased Interest to any
Obligor and the making of notations in the records) as may be necessary, or as
may be requested by the Collateral Agent, in order to effect the purposes of
this Agreement and to protect the Purchased Interest against all Persons
whomsoever.  To the fullest extent permitted by applicable law, the Collateral
Agent shall be permitted to sign and file financing and continuation statements
with respect to any of the items set forth in clauses (i) through (viii) of
Section 3.1.  In furtherance of the foregoing, CPFC hereby constitutes and
appoints the Collateral Agent its true and lawful attorney, with full power of
substitution, in the name of CPFC, to execute and file financing statements and
continuation statements.

       (b)   CPFC shall not change its name, identity or corporate structure
(within the meaning of Section 9-402(7) of the UCC) or relocate its chief
executive office or any office where records are kept to a different city or
county unless it shall have (i) given the Collateral Agent at least 30 days'
prior written notice thereof and (ii) delivered to the Agent and each Buyer an
opinion of counsel (which counsel and which opinion shall be satisfactory to the
Collateral Agent) to the effect that all financing statements and amendments or
supplements thereto, continuation statements and other documents required to be
recorded or filed in order to perfect and protect the Purchased Interest, for
the period specified in such opinion, against all creditors of and purchasers
from CPFC


                                      46


<PAGE>


have been filed in each filing office necessary for such purpose and that all
filing fees and taxes, if any, payable in connection with such filings have
been paid in full.  CPFC shall at all times maintain its chief executive
office within a jurisdiction of the United States in which Article 9 of the
Uniform Commercial Code (1972 or later revision) is in effect.

       (c)   CPFC shall, promptly upon the request of the Collateral Agent (but
no more, as to each of (x) and (y), than once in any calendar year unless a
Termination Event or Potential Termination Event has occurred and is then
continuing), provide to the Collateral Agent either or both of (x) an opinion of
counsel to the effect set forth in clause (ii) of subsection (b) above and (y) a
report of counsel (which counsel may be in-house counsel and which report shall
be satisfactory to the Collateral Agent) summarizing the results of such
counsel's investigation as to CPFC's compliance with the provisions of its
articles of incorporation and by-laws relating to corporate separateness and
CPFC's special purpose (contained in Articles II, VI or VII of its articles of
incorporation and Sections 2.3 or 5.3 of its by-laws) and as to CPC's compliance
with Section 6.8 of the Purchase and Sale Agreement.

       (d)   CPFC and the Servicer agree that, subject to applicable laws, the
Collateral Agent shall have the right, prior to the occurrence of a Termination
Event if CPFC or the Servicer fails to do so, or at any time after the
occurrence of a Termination Event, to do all such acts and things as are
reasonably necessary to protect the interests of the Buyers, including, without
limitation, confirmation and verification of the existence, amount and status of
the Receivables and collection and enforcement of the Receivables, and that CPFC
and the Servicer shall cooperate fully to give effect to the foregoing.

       SECTION 3.7.    PRE-TERMINATION PROCEDURES; REINVESTMENT.  (a) On each
Business Day after the Closing Date but prior to the Termination Date, the
Servicer shall allocate to the Buyers an amount equal to the product of (x) the
Buyers' Interest (as set forth on the Daily Report prepared for such Business
Day) multiplied by (y) the sum of (i) Collections theretofore received in
Lockbox Accounts (or otherwise) and to be deposited in the Collection Account on
such Business Day and (ii) amounts already on deposit in the Collection Account
and not previously applied and accounted


                                      47


<PAGE>


for pursuant to this Section 3.7 (the amount described in this clause (y)
referred to as "New Collections").  Such Buyers' share of New Collections
shall be held or applied on such Business Day in the following order of
priority:

       (i)  first, if the amount then on deposit in the Cash Collateral Account
  with respect to the Yield Reserve Requirement does not equal the then Yield
  Reserve Requirement to be deposited in the Cash Collateral Account and held
  in respect thereof, an amount equal to the excess of (x) the then Yield
  Reserve Requirement over (y) the amount then on deposit with respect to the
  Yield Reserve Requirement;

      (ii)  second, to be deposited in the Cash Collateral Account and there
  held until application pursuant to (1) below, with respect to each Tranche,
  an amount equal to the excess of (x) all Yield accrued and unpaid for such
  Tranche to such day over (y) the amount theretofore held, and then on
  deposit, with respect to Yield on such Tranche pursuant to this clause
  (ii);

     (iii)  third, to be deposited in the Cash Collateral Account and there
  held until application pursuant to (2) below, an amount equal to the excess
  of (x) all accrued and unpaid Commitment Fees to such day over (y) the amount
  theretofore held, and then on deposit, with respect to such Commitment Fees
  pursuant to this clause (iii) or clause (b)(ii) below;

      (iv)  fourth, to be paid to the Agents and the Buyers on such day, any
  Other Expenses due to the Agents and the Buyers not paid pursuant to clause
  (b)(i) below;

       (v)  fifth, to be paid to the Servicer on such day, an amount which will
  equal, for each day (to and including such Business Day) as to which there is
  accrued and unpaid Servicer's Compensation (an "accrual day") an amount equal
  to (x) the Buyers' Interest as of the close of business on the Computation
  Date for such accrual day times (y) the Servicer's Compensation accrued on
  such accrual day; and

      (vi)  sixth, the remainder of such Buyers' share of New Collections
  (the "Remainder") shall


                                      48


<PAGE>


  be applied in accordance with Section 3.7(c) hereof.

       Payments of amounts so allocated and held in the Cash Collateral Account
shall be made as follows:

       (1)  On the last day of each Yield Accrual Period for a Tranche (or to
  the extent funds are insufficient therefor, as funds become available on each
  of the succeeding five Business Days), the Collateral Agent shall withdraw
  from the Cash Collateral Account and distribute to the Buyers the Yield
  accrued with respect to such Yield Accrual Period which was retained in the
  Cash Collateral Account with respect thereto pursuant to clause (ii) above
  and, if necessary to pay all Yield accrued, shall apply moneys to pay such
  Yield from amounts in the Cash Collateral Account in respect of the Yield
  Reserve Requirement.

       (2)  On each Quarterly Date, the Collateral Agent shall withdraw from
  the Cash Collateral Account and pay to the Administrative Agent for
  distribution to the Buyers the Commitment Fees accrued since the last
  Quarterly Date and retained in the Cash Collateral Account with respect
  thereto pursuant to clause (iii) above or clause (b)(ii) below.

       (3)  On any Business Day, the Collateral Agent shall withdraw from the
  Cash Collateral Account and pay to CPFC an amount, if any, equal to the
  excess of (A) the amount on deposit in the Cash Collateral Account with
  respect to the Yield Reserve Requirement over (B) the then Yield Reserve
  Requirement.

       (b)  On each Business Day after the Closing Date but prior to the
Termination Date, the Servicer shall allocate to CPFC, as its share of New
Collections, an amount equal to the product of (x) the Transferor's Interest (as
set forth on the Daily Report prepared for such Business Day) multiplied by (y)
New Collections.  CPFC's share of New Collections shall be held or applied on
such Business Day in the following order of priority:

       (i)  first, to be paid to the Agents and the Buyers on such day, an
  amount equal to all Other Expenses due to the Agents and the Buyers under
  the Program Documents;


                                      49


<PAGE>


      (ii)  second, to be deposited in the Cash Collateral Account and there
  held until application pursuant to (a)(2) above, an amount equal to the
  excess of (x) all accrued and unpaid Commitment Fees to such day over (y) the
  sum of (A) the amount theretofore held, and then on deposit, pursuant to this
  clause (ii) and (B) the amount theretofore held, and then on deposit, or
  allocated on such Business Day, pursuant to clause (a)(iii) above;

     (iii)  third, to be paid to the Servicer on such day, an amount which will
  equal, for each accrual day, (x) the Transferor's Interest as of the close of
  business on the Computation Date for such accrual day times (y) the
  Servicer's Compensation accrued on such accrual day; and

      (iv)  fourth, any remaining amount of CPFC's share of New Collections
  shall be paid to CPFC.

       (c)  On each Business Day after the Closing Date but prior to the
Termination Date, (A) Available Collections, up to the amount of the Aggregate
Net Investment, shall be allocated to one or more of the following applications,
as CPFC shall specify in a notice to the Servicer and the Collateral Agent:

       (i)  all or any portion of the Remainder may be deposited in the Cash
  Collateral Account to be held in respect of Aggregate Net Investment, to
  reduce Adjusted Aggregate Net Investment; or

      (ii)  all or any portion of the Available Collections may be paid to the
  Administrative Agent for distribution to the Buyers to reduce Aggregate Net
  Investment (and, in such event, CPFC shall give notice to the Administrative
  Agent as to which Tranches shall be reduced); or

     (iii)  all or any portion of the Available Collections may be
  automatically reinvested (each such reinvestment, a "Reinvestment") by the
  Collateral Agent on behalf of the Buyers, and thus paid to CPFC, subject to
  the provisions of Section 4.3;


                                      50


<PAGE>


PROVIDED that any payment of a Tranche bearing interest at the Euro-Dollar Rate
or Fixed CD Rate shall be subject to clauses (i), (iv) and (v) of Section 2.6
and (B) Available Collections in excess of the Aggregate Net Investment shall be
paid to CPFC.

       SECTION 3.8.    POST-TERMINATION PROCEDURES.  (a)  On the Termination
Date and on each Business Day thereafter to and including the Final Payment
Date, the Servicer shall allocate to the Buyers an amount equal to the
product of (x) the Buyers' Interest (as set forth on the Daily Report
prepared for such Business Day) multiplied by (y) New Collections.  Such
Buyers' share of New Collections shall be immediately paid over to the Cash
Collateral Account and, together with all other monies then on deposit in the
Cash Collateral Account, held or distributed on such Business Day in the
following order of priority:

       (i)  first, to pay to the Administrative Agent for distribution to the
  Buyers an amount equal to accrued and unpaid Yield with respect to each
  Tranche having a Yield Accrual Period ending on or before such Business Day;

      (ii)  second, if there is any Yield Accrual Period for a Tranche which
  is not ending on such Business Day, then, to be held in the Cash Collateral
  Account until application pursuant to clause (i), with respect to each such
  Tranche bearing interest at an amount equal to the Yield accrued and unpaid
  for such Tranche to such day;

     (iii)  third, to pay to the Administrative Agent for distribution to the
  Buyers accrued and unpaid Commitment Fees;

      (iv)  fourth, to pay to the Servicer, for each accrual day for which the
  Servicer is not an Affiliate of CPFC, an amount equal to (x) the Buyers'
  Interest as of the close of business on the Computation Date for such accrual
  day times (y) the Servicer's Compensation (other than any Excess Servicer's
  Compensation) accrued on such accrual day;

       (v)  fifth, to be held in the Cash Collateral Account until the Final
  Payment Date, an amount equal to 1% of Aggregate Net Investment;


                                      51


<PAGE>


      (vi)  sixth, to pay to the Administrative Agent for distribution to the
  Buyers an amount in reduction of the Aggregate Net Investment, applying such
  amount only to Tranches whose Yield Accrual Period ends on such Business Day
  and Tranches whose Yield Rate is the Base Rate;

     (vii)  seventh, to be held in the Cash Collateral Account until applied
  pursuant to clause (vi), an amount equal to the sum of the Tranches whose
  Yield Accrual Periods do not end on such Business Day and whose Yield Rate is
  not the Base Rate;

    (viii)  eighth, to pay to the Agents and the Buyers any Other Expenses,
  incurred or accrued, owing to the Agents and the Buyers not paid pursuant to
  clause (b)(iii) below;

      (ix)  ninth, to pay to the Servicer, for each accrual day for which the
  Servicer is not an Affiliate of CPFC, an amount equal to (x) the Buyers'
  Interest as of the close of business on the Computation Date for such accrual
  day times (y) the Excess Servicer's Compensation accrued on such accrual day;


       (x)  tenth, to pay to the Servicer, for each accrual day for which the
  Servicer is an Affiliate of CPFC, an amount equal to (x) the Buyers' Interest
  as of the close of business on the Computation Date for such accrual day
  times (y) the Servicer's Compensation accrued on such accrual day; and

      (xi)  eleventh, the balance shall be held in the Cash Collateral Account
  for future application as aforesaid.

       (b)  On the Termination Date and on each Business Day thereafter to and
including the Final Payment Date, the Servicer shall allocate to CPFC, as its
share of New Collections, an amount equal to the product of (x) the Transferor's
Interest (as set forth on the Daily Report prepared for such Business Day)
multiplied by (y) New Collections.  CPFC's share of New Collections shall be
applied on such Business Day in the following order of priority:


                                      52


<PAGE>


       (i)  first, to pay to the Servicer, for each accrual day for which the
  Servicer is not an Affiliate of CPFC, an amount equal to (x) the Transferor's
  Interest as at the close of business on the Computation Date for such accrual
  day times (y) the Servicer's Compensation accrued on such accrual day;

      (ii)  second, for deposit into the Cash Collateral Account, accrued and
  unpaid Commitment Fees, in each case owing to the Buyers and not paid or
  provided for pursuant to subsection (a) above;

     (iii)  third, to be paid to the Agents and the Buyers on such day, all
  Other Expenses owing to the Agents and the Buyers;

      (iv)  fourth, to pay the Servicer, for each accrual day for which the
  Servicer is an Affiliate of CPFC, an amount equal to (x) the Transferor's
  Interest as at the close of business on the Computation Date for such accrual
  day times (y) the Servicer's Compensation accrued on such accrual day; and

       (v)  fifth, the balance shall be paid to CPFC.

       (c)  On the Business Day after the Final Payment Date, (i) the Servicer
shall recompute the Buyers' Interest as 0%, (ii) the Buyers shall be deemed to
have reconveyed to CPFC, without representation or warranty, the Purchased
Interest, (iii) the Collateral Agent shall pay to CPFC any amounts held in the
Collection Account and the Cash Collateral Account and (iv) the Agents and the
Buyers shall execute and deliver to CPFC, at CPFC's expense, such documents or
instruments as are reasonably necessary to terminate their interest in the
Receivables, all Related Security, all Collections, any books and records
related thereto and all proceeds of the foregoing.

       SECTION 3.9.    PAYMENTS UNDER CERTAIN CIRCUMSTANCES.  (a)  If, as to any
Receivable, a representation or warranty deemed made pursuant to Section 4.3 on
the date of any Purchase of a Purchased Interest therein was not true in all
material respects when deemed made, CPFC shall, within two Business Days of
discovery by or notice to CPFC of such fact, deposit in the Collection Account,
as a Collection with respect thereto, the Outstanding Balance of such
Receivable;


                                      53


<PAGE>


       (b)  if at any time the Buyers shall cease to have a perfected undivided
ownership interest, or a first priority perfected security interest, in a
Receivable free and clear of all Adverse Interests, CPFC shall, within two
Business Days of discovery by or notice to CPFC of such fact, deposit in the
Collection Account, as a Collection with respect thereto, the Outstanding
Balance of such Receivable; and

      (c)  if on any day the Outstanding Balance of a Receivable (or the amount
thereof treated as an Eligible Receivable) is reduced or canceled as a result of
any Dilution Factor with respect to such Receivable, CPFC shall deposit in the
Collection Account on such day (or, if such day is not a Business Day, the next
succeeding Business Day), as a Collection with respect thereto, the amount of
such reduction or cancellation;

PROVIDED that, so long as no Termination Event or Potential Termination Event
shall have occurred and be continuing, no such deposit shall be required except
to the extent that if such deposit were not made, the Adjusted Buyers' Interest
would exceed 100% (calculated, prior to the Termination Date, after applying
Available Collections in accordance with Section 3.7 hereof); PROVIDED FURTHER
that if the circumstances described in clause (b) apply to all Receivables, CPFC
shall instead repurchase the Purchased Interest at a price equal to the
Aggregate Unpaids by paying such amount to the Administrative Agent for the
account of the Buyers.


                                   ARTICLE 4

                                   CONDITIONS


       SECTION 4.1.    CLOSING.  The closing hereunder shall occur upon receipt
by the Agents of the following, all of which shall be in form and substance
acceptable to the Agents:

       (a)   a Buyer's Certificate for each of the Buyers duly executed by CPFC;

       (b)   the articles of incorporation of CPFC, substantially in the form of
Exhibit J hereto, certified as


                                      54


<PAGE>


of a date reasonably near the Closing Date by the State Corporation
Commission of the Commonwealth of Virginia;

       (c)   a good standing certificate for CPFC issued by the State
Corporation Commission of the Commonwealth of Virginia dated a date reasonably
near the Closing Date;

       (d)  a certificate of the secretary or an assistant secretary of CPFC
certifying as of the Closing Date (i) as to no amendments to the articles of
incorporation of CPFC; (ii) as to no liquidation or dissolution proceeding;
(iii) a copy of the By-laws of CPFC, substantially in the form attached to
Exhibit K hereto; (iv) resolutions of the board of directors of CPFC,
substantially in the form of Exhibit K hereto, authorizing the execution,
delivery and performance by CPFC of the Program Documents and approving the
transactions contemplated thereby; (v) the name and specimen signature of each
officer of CPFC authorized on its behalf to execute the Program Documents and
any other documents to be delivered by CPFC thereunder; and (vi) the names of
CPFC's outside directors;

       (e)  a certificate of the secretary or an assistant secretary of CPC
certifying as of the Closing Date (i) as to no amendments to the articles of
incorporation of CPC; (ii) as to no liquidation or dissolution proceeding; (iii)
a copy of the By-laws of CPC; (iv) resolutions of the board of directors of CPC
substantially in the form of Exhibit L hereto; and (v) the name and specimen
signature of each officer of CPC authorized on its behalf to execute the Program
Documents and any other documents to be delivered by CPC thereunder;

       (f)   the articles of incorporation of CPC certified as of a date
reasonably near the Closing Date by the State Corporation Commission of the
Commonwealth of Virginia;

       (g)   a good standing certificate for CPC issued by the State Corporation
Commission of the Commonwealth of Virginia, dated a date reasonably near the
Closing Date;

       (h)   acknowledgement copies of proper financing statements (Form UCC-1)
dated a date reasonably near the Closing Date naming CPFC as the seller of the
Purchased Interest and the Collateral Agent, on behalf of the Buyers, as
purchasers thereof, or other similar instruments or


                                      55


<PAGE>


documents as may be necessary or, in the opinion of the Collateral Agent or
its counsel, desirable under the UCC of all appropriate jurisdictions to
evidence and perfect the Buyers' interest in the Purchased Interest;

       (i)   acknowledgment copies of proper financing statements (Form UCC-1)
dated a date reasonably near the Closing Date naming CPC as the seller of
Receivables, CPFC as purchaser thereof and the Collateral Agent as assignee of
CPFC, or other similar instruments or documents as may be necessary or, in the
opinion of the Collateral Agent or its counsel, desirable under the UCC of all
appropriate jurisdictions to evidence and perfect CPFC's ownership interest in
all Receivables;

       (j)   executed financing statements (Form UCC-3) necessary to release all
security interests and other rights of any Person previously granted by CPC or
CPFC in the Receivables, the Related Security, all Collections, all books and
records related thereto and all proceeds of the foregoing;

       (k)  (i) requests for information or copies (Form UCC-11) (or a similar
search report certified by parties acceptable to Collateral Agent or its
counsel) dated a date reasonably near the Closing Date listing all effective
financing statements which name either CPC or CPFC (under its present name and
any previous name) as debtor and which are filed in jurisdictions in which the
filings were made pursuant to clauses (h) or (i) above, together with copies of
such financing statements (none of which, unless subject to a release referred
to in clause (j) above, shall cover any Receivables, Related Security,
Collections, books and records related thereto and proceeds of the foregoing and
(ii) requests for information dated a date reasonably near the Closing Date
regarding tax liens against CPC or CPFC in the relevant offices in the States of
California, Virginia, and Pennsylvania;

       (l)  duly executed counterparts of the Lockbox Agreement with the
Lockbox Bank and duly executed counterparts of the Collection Account Agreement
with the Collection Account Bank;

       (m)  opinions dated the Closing Date of McGuire, Woods, Battle & Boothe,
L.L.P., counsel for CPFC and CPC in substantially the forms of Exhibits G-1, G-2
and G-3, each


                                      56



<PAGE>


covering such other matters as the Administrative Agent may reasonably
request;

       (n)  a certificate dated the Closing Date executed by the chief
financial officer or chief accounting officer of CPFC and CPC to the effect set
forth in Sections 4.2(a) and (b);

       (o)  the fees described in Section 2.4;

       (p)  evidence satisfactory to the Collateral Agent of the establishment
of the Cash Collateral Account;

       (q)  based on a trial balance of Receivables as of the close of business
on the Business Day two days prior to the Closing Date, a calculation of the
purchase price paid for Receivables by CPFC to CPC pursuant to the Purchase and
Sale Agreement on the Closing Date and a Purchase Notice;

       (r)  a letter from CPC's independent auditor confirming the
characterization of the transfer of the Receivables from CPC to CPFC as a
sale under GAAP; and a letter from CPFC's independent auditor confirming the
characterization of each transfer of an interest in the Receivables from CPFC
to the Buyers as a sale under GAAP;

       (s)  evidence satisfactory to the Collateral Agent that the Buyers'
Certificates have been rated AAA by S&P;

       (t)  executed and completed perfection certificates substantially in the
form of Exhibits M-1 and M-2 hereto;

       (u)  duly executed counterparts of the Purchase and Sale Agreement;

       (v)  duly executed counterparts of the Consent and Agreement;

       (w)  evidence satisfactory to the Collateral Agent of the initial
capitalization of CPFC showing the amount of Receivables conveyed to CPFC as a
contribution to the capital of CPFC;

       (x)  a Daily Report prepared for the Closing Date and a Settlement
Statement for the Report Month ending on the Month-end Date for the most recent
Settlement Date;


                                      57


<PAGE>


       (y)  evidence satisfactory to the Collateral Agent as to the validity of
all perfected security interests in respect of Obligors domiciled in certain
provinces in Canada;

       (z)  duly executed counterparts of the Side Letter Agreement dated June
10, 1996 among James River Corporation of Virginia, James River Paper Company,
Inc., CPC and Crown Vantage Inc.;

       (aa)  a copy of the duly executed letter from CPC to S&P dated June 5,
1996 regarding CPC's planned computer system upgrades (the "Systems Letter");
and

       (bb) all documents the Agents may reasonably request relating to the
existence of CPC or CPFC, the corporate authority for and the validity of the
Program Documents, and any other matters relevant hereto, all in form and
substance satisfactory to the Agents.

The Administrative Agent shall promptly notify CPFC and the Buyers of the date
on which the foregoing conditions have been satisfied, and such notice shall be
conclusive and binding on all parties hereto.

       SECTION 4.2.    CONDITIONS TO EACH INCREMENTAL PURCHASE.  The following
shall be conditions precedent to each Incremental Purchase:

       (a)  the fact that the representations and warranties in Article 5
hereof and Article IV of the Purchase and Sale Agreement are true and correct as
of the date of such Incremental Purchase as though made on and as of such date;

       (b)  the fact that no Termination Event or Potential Termination Event
shall have occurred and be continuing or occur as a result of such Incremental
Purchase;

       (c)  the fact that no downgrading in, or withdrawal of, the rating
assigned to the Buyers' Certificates by S&P shall have occurred; and

       (d)  receipt by the Collateral Agent of the Daily Report for the
immediately preceding Business Day.


                                      58


<PAGE>


       At the time of each Incremental Purchase, CPFC shall be deemed to have
represented and warranted the facts set forth in clauses (a), (b) and (c) above.

       SECTION 4.3.    CONDITIONS TO EACH PURCHASE.  The following shall be
conditions precedent to each Purchase:

       (a)  the fact that after giving effect to such Purchase, the Adjusted
Buyers' Interest shall not exceed 100%;

       (b)  without limiting the generality of the foregoing, the fact that
each Receivable included in the calculation of Net Pool Balance as an Eligible
Receivable as of the date of such Purchase is an Eligible Receivable and
otherwise properly included in such a calculation as of such date (including a
reduction for any amount exceeding the Concentration Limit applicable to the
Obligor of such Receivable); and

       (c)  the fact that the Final Purchase Date has not occurred under the
Purchase and Sale Agreement and that, if on the date of such Purchase, there are
new Receivables to be purchased under the Purchase and Sale Agreement, such
Receivables are in fact purchased on such day pursuant to the Purchase and Sale
Agreement.

At the time of each Purchase, CPFC shall be deemed to have represented and
warranted the facts set forth in clauses (a) through (c) above, and shall be
deemed further to have specifically represented and warranted that, as to each
such Receivable included in the calculation of Net Pool Balance, the standards
set forth in the definition of "Eligible Receivable" (other than clauses (v),
(ix), (x), (xi) and (xvi) thereof) will continue to be met.


                                      59


<PAGE>


                                   ARTICLE 5

                         REPRESENTATIONS AND WARRANTIES


       SECTION 5.1.    REPRESENTATIONS AND WARRANTIES OF THE SERVICER.

       The Servicer hereby makes the representations and warranties set forth
in Sections 4.2(a), (b), (c), (e) and (i) of the Purchase and Sale Agreement (it
being understood that the references to the "Seller" in such Sections shall be
read as being to the "Servicer").

       SECTION 5.2.    REPRESENTATIONS AND WARRANTIES OF CPFC.  CPFC hereby
represents and warrants that:

       (a) CORPORATE AND EXISTENCE AND POWER.  CPFC is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted except for such licenses, authorizations,
consents or approvals the absence of which, in the aggregate, could not
reasonably be expected to have a material adverse effect on the business,
financial position or results of operations of CPFC, or which in any manner
draws into specific question the validity or enforceability of the Program
Documents.

       (b)  CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION.  The
execution, delivery and performance by CPFC of the Program Documents are within
the corporate powers of CPFC, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any
governmental body, agency or official (except as contemplated by the Program
Documents) and do not contravene, or constitute a default under, any provision
of applicable law or regulation or of the articles of incorporation or by-laws
of CPFC or of any agreement or instrument evidencing Debt or any other material
agreement, judgment, injunction, order, decree or other instrument binding upon
CPFC (except for any such contravention or default as shall have been
effectively waived) or result in the creation or imposition of any Lien on any
asset of CPFC (except as contemplated by the Program Documents).


                                      60


<PAGE>


       (c)  BINDING EFFECT.  Each of the Program Documents constitutes a valid
and binding agreement of CPFC and each Buyer's Certificate, when executed and
delivered in accordance with this Agreement, will constitute a valid and binding
obligation of CPFC, in each case enforceable in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or moratorium or other similar laws relating to the enforcement
of creditors' rights generally and by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).

       (d)  MATERIAL ADVERSE CHANGE.  Since the date of incorporation of CPFC,
there has been no material adverse change in the business, financial position or
results of operations of CPFC or in its ability to perform its obligations under
the Program Documents.

       (e)  LITIGATION.  There is no action, suit or proceeding pending
against, or to the knowledge of CPFC threatened against or affecting, CPFC
before any court or arbitrator or any governmental body, agency or official
which has, or, if adversely determined, could reasonably be expected to have, a
material adverse effect on the business, financial position or results of
operations of CPFC, or which in any manner draws into specific question the
validity or enforceability of the Program Documents.

       (f)  COMPLIANCE WITH ERISA.  Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan.  No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could reasonably be expected to result in the imposition
of a Lien or the posting of a bond or other security under ERISA or the Internal
Revenue Code or (iii) incurred any material liability under Title IV of ERISA
other than a liability to the PBGC for premiums under Section 4007 of ERISA.


                                      61


<PAGE>


       (g)  ENVIRONMENTAL MATTERS.  Environmental Laws, to the extent
applicable to CPFC, will not have a material adverse effect on the business,
financial condition or results of operations of CPFC or the ability of CPFC to
perform its obligations under the Program Documents.

       (h)  TAXES.  CPFC and the members of its "affiliated group" (as defined
in Section 1504(a) of the Internal Revenue Code) have filed all United States
Federal income tax returns and all other material tax returns which are required
to be filed by them and have paid all taxes stated to be due in such returns or
pursuant to any assessment received by them, except for taxes the amount,
applicability or validity of which is being contested in good faith by
appropriate proceedings.   The charges, accruals and reserves on the books of
CPFC in respect of taxes or other governmental charges, additions to taxes and
any penalties and interest thereon are, in the opinion of CPFC, adequately
reserved for in accordance with GAAP.

       (i)  REGULATORY RESTRICTION.  CPFC is not an "investment company" or a
company controlled by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

       (j)  FULL DISCLOSURE.  All information, including the Receivables
Information Memorandum, furnished by CPFC, the Seller or the Servicer to the
Agents or any Buyer in writing for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, taken as a whole and in
light of the circumstances under which such information is furnished, true and
accurate in all material respects on the date as of which such information is
stated or certified.  It is understood that the foregoing representations and
warranties in this Section are limited to the extent that any projections or
forecasts are represented to be based upon reasonable estimates believed by
CPFC, the Seller or the Servicer, as the case may be, to be accurate in all
material respects, but are not warranted to be obtainable.  CPFC has disclosed
to the Buyers in writing any and all facts which materially and adversely affect
or may so affect (to the extent that CPFC can now reasonably foresee), the
business, operations or financial condition of CPFC, or the ability of CPFC to
perform its obligations under any of the Program Documents (except for economic
trends generally known to the public affecting


                                      62


<PAGE>


generally the industry in which the Seller conducts its business).

       (k)  LOCATION.  The principal place of business and chief executive
office of CPFC are located at its address set forth in the Perfection
Certificate attached hereto as Exhibit M-2 or at such other address as changed
in accordance with Section 3.6(b).


                                   ARTICLE 6

                                    COVENANTS


       CPFC agrees, and CPC as, and (except for the obligations set forth in
Section 6.1(b) below) only for so long as it is, Servicer hereunder, agrees to
perform the obligations set forth below to be performed by the Servicer, in each
case, as follows:

       SECTION 6.1.    GENERAL INFORMATION.    (a)  Promptly upon becoming
aware thereof, CPFC shall give the Agents, the Buyers and S&P notice of any
event or condition which could reasonably be expected to have a material
adverse effect on the collectibility of the Receivables or the ability of the
Servicer to service such Receivables or the ability of CPFC or CPC to perform
its obligations under the Program Documents.  In order to verify compliance
with this Section and otherwise verify compliance with this Agreement, CPFC
shall furnish the following to the Agents, the Buyers and S&P (except that
CPFC shall not be required to furnish to S&P the information required
pursuant to clauses (i) and (vi) below):

       (i)  as soon as practicable and in any event within 60 days following
  the close of each fiscal quarter, excluding the last fiscal quarter, of each
  fiscal year, its unaudited balance sheet as at the end of such quarter and
  its unaudited statement of income for such quarter and for the fiscal year
  through such quarter, in accordance with GAAP (except for the notes to such
  quarterly statements which may be abbreviated and subject to normal year-end
  adjustments), all in reasonable detail and certified by the chief financial
  officer or chief accounting officer of CPFC;


                                      63


<PAGE>


      (ii)  as soon as practicable and in any event within 120 days after the
  close of each fiscal year, its audited balance sheet as at the close of such
  fiscal year and its audited statement of income for such fiscal year, in
  accordance with GAAP, all reported on by Coopers & Lybrand L.L.P. or other
  independent public accountants of nationally recognized standing;

     (iii)  together with the financial statements required in clauses (i) and
  (ii) above, a certificate of its chief financial officer or chief accounting
  officer stating that, as of the date of the relevant financial statements, no
  Termination Event or Potential Termination Event exists, or if any
  Termination Event or Potential Termination Event exists, stating the nature
  and status thereof;

      (iv)  as soon as possible, and in any event within five Business Days of
  knowledge thereof, notice of any litigation or proceeding against it which
  could have a material adverse effect on the collectibility of the Receivables
  or its ability to perform its obligations under the Program Documents;

       (v)  promptly upon any officer of CPFC becoming aware of any occurrence
  which such officer knows to constitute a Termination Event or Potential
  Termination Event, a certificate of the chief financial officer or chief
  accounting officer setting forth the details thereof and the action which
  CPFC is taking or proposes to take with respect thereto;

      (vi)  not later than three Business Days after receiving notice thereof,
  notice of any reduction, suspension or withdrawal of the rating assigned by
  S&P to the Buyers' Certificates;

     (vii)  as soon as it receives any notice or information pursuant to
  Sections 3.2(b) or 6.1 of the Purchase and Sale Agreement, such notice or
  information;

    (viii)  if and when any member of the ERISA Group (A) gives or is required
  to give notice to the PBGC of any "reportable event" (as defined in Section
  4043 of ERISA) with respect to any Plan which might constitute grounds for a
  termination of such Plan under Title IV


                                      64


<PAGE>


  of ERISA, or knows that the plan administrator of any Plan has given or is
  required to give notice of any such reportable event, a copy of the notice of
  such reportable event given or required to be given to the PBGC; PROVIDED
  that CPFC shall not be required to deliver to the Agents, the Buyers or S&P
  a copy of any notice pursuant to this clause (A) with respect to any
  "reportable event" arising solely as a result of the transactions contemplated
  by the Contribution Agreement; (B) receives notice of complete or partial
  withdrawal liability under Title IV of ERISA or notice that any Multiemployer
  Plan is in reorganization, is insolvent or has been terminated, a copy of such
  notice; (C) receives notice from the PBGC under Title IV of ERISA of an intent
  to terminate, impose liability (other than for premiums under Section 4007 of
  ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
  such notice; (D) applies for a waiver of the minimum funding standard under
  Section 412 of the Internal Revenue Code, a copy of such application;
  (E) gives notice of intent to terminate any Plan under Section 4041(c) of
  ERISA, a copy of such notice and other information filed with the PBGC;
  (F) gives notice of withdrawal from any Plan pursuant to Section 4063 of
  ERISA, a copy of such notice; or (G) fails to make any payment or contribution
  to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or
  makes any amendment to any Plan or Benefit Arrangement which has resulted or
  could reasonably be expected to result in the imposition of a Lien or the
  posting of a bond or other security, a certificate of the chief financial
  officer or the chief accounting officer of CPFC setting forth details as to
  such occurrence and action, if any, which CPFC or applicable member of the
  ERISA Group is required or proposes to take;

      (ix)  promptly upon giving or receiving such notice, notice of a Final
  Purchase Date under the Purchase and Sale Agreement; and

       (x)  immediately upon its receipt of a Default Notice (as defined in the
  Consent and Agreement) pursuant to Section 5 of the Consent and Agreement,
  notice thereof.

       (b)  Promptly upon becoming aware thereof, CPC shall give the Agents,
the Buyers and S&P notice of any


                                      65


<PAGE>


event or condition which could reasonably be expected to have a material
adverse effect on the collectibility of the Receivables or its ability to
service the Receivables or its ability or the ability of CPFC to perform its
obligations under the Program Documents.  In order to verify compliance with
this Section and otherwise verify compliance with this Agreement and the
Purchase and Sale Agreement, CPC agrees to furnish the information and
notices required pursuant to Section 6.1 of the Purchase and Sale Agreement
to the Agents, the Buyers and S&P (except that the Servicer shall not be
required to furnish to S&P the information required pursuant to clauses (b)
and (f) thereof).

       SECTION 6.2.    INFORMATION REGARDING THE RECEIVABLES.  (a)  CPFC shall
cause the Servicer to, and the Servicer shall, prepare on each Business Day a
report substantially in the form of Exhibit D hereto (the "Daily Report");
PROVIDED that, on and after the Termination Date, the Daily Report shall be
appropriately modified to reflect the allocations and distributions set forth in
Section 3.8.  In addition, CPFC shall cause the Servicer to, and the Servicer
shall, deliver to the Collateral Agent on each Business Day a Daily Report;
PROVIDED that delivery of a Daily Report may be delayed for up to two Business
Days if such delay is attributable to a systems failure or other circumstance
outside the control of CPFC and the Servicer.  Delivery of each Daily Report to
the Collateral Agent shall be deemed a representation by CPFC and the Servicer
that such Daily Report is accurate in all material respects.

       (b)   On or prior to the Settlement Date in each month, CPFC shall cause
the Servicer to, and the Servicer shall, prepare and forward to the Collateral
Agent, the Buyers and CPFC (i) a monthly report, substantially in the form of
Exhibit E hereto (the "Settlement Statement"), as of the close of business on
the preceding Month-end Date and certified by the Servicer's chief financial
officer or chief accounting officer and (ii) if requested by the Collateral
Agent, a listing (which may be in writing or in personal computer readable form)
by Obligor of all Receivables; PROVIDED that on and after the Termination Date,
the Settlement Statement shall be appropriately modified to reflect the
allocations and distributions set forth in Section 3.8; PROVIDED FURTHER that
delivery of the Settlement Statement may be delayed for no more than two
Business Days in connection with a systems failure or other event or situation
or condition affecting CPC or CPFC which


                                      66


<PAGE>


delays the monthly closing of the books.  If there has been any delay of at
least three Business Days in delivery of a Daily Report during the Report
Month then ended, the Settlement Statement shall contain an explanation of
the reasons for such delay.  Delivery of each Settlement Statement shall be
deemed a representation by CPFC and the Servicer that such Settlement
Statement is accurate in all material respects.

       (c)   On or before April 30 of each calendar year, beginning with April
30, 1997, CPFC will, or will cause the Servicer to (in which event the Servicer
shall), cause a firm of nationally recognized independent public accountants
(who may also render other services to CPC, the Servicer or CPFC) to furnish a
report to the Collateral Agent, the Buyers and CPFC to the effect that:

       (i)   such firm has audited CPFC and CPC,

      (ii)   in conjunction with planning and performing those audits, the
  internal control structure of CPC and the Servicer and their internal
  accounting controls over the processing of Receivables was considered, and

     (iii)   based on procedures whereby the Servicer's internal accounting
  records are compared on a random sampling basis to the information contained
  in the Daily Reports and Settlement Statements prepared during the period
  covered by such report, (y) the information contained in the Daily Reports and
  Settlement Statements reviewed reconciles with the information contained in
  the Servicer's records relating to the Receivables, and (z) the information
  contained in the Daily Reports and Settlement Statements was prepared in
  accordance with the provisions of this Agreement.

       (d)   At the Collateral Agent's request and expense, except as otherwise
provided in subsection 10.3(a)(iii), each of CPFC and the Servicer shall permit
the Collateral Agent (or a third party acting as its agent) upon reasonable
notice and during normal business hours (i) to conduct audits and/or due
diligence of the Receivables and compliance with the provisions of Section 3.2,
3.7 and 3.8, (ii) to visit and inspect any of its properties relating to the
Receivables, (iii) to examine its records (and take copies and extracts
therefrom), internal controls and procedures relating to the Receivables and the
Obligors,


                                      67


<PAGE>


subject to confidentiality limitations, and its ability to perform its
obligations under any of the Program Documents (including those records,
whether or not located on its property, which are under the control of or in
the possession of any independent contractor providing data processing
services with respect to the Receivables) and (iv) to discuss such matters
with its officers, employees, independent accountants and independent
contractors providing data processing services with respect to the
Receivables; PROVIDED that CPFC and the Servicer may, at their option, have
one or more employees or representatives present at any such audit,
inspection, examination or discussion.  Each of CPFC and the Servicer hereby
authorizes its officers, employees, independent accountants and independent
contractors to discuss such matters with the Collateral Agent (or such agent).

       (e)  CPFC will cause CPC, acting as Servicer, to (in which case the
Servicer shall) promptly advise the Collateral Agent and S&P that the system
enhancements described in the Systems Letter have been completed and the date of
such completion.  If such completion is delayed by more than 30 days from the
date set forth in the Systems Letter, CPC will advise the Collateral Agent and
S&P of such delay.

       (f)  CPFC will, or will cause the Servicer to (in which event the
Servicer shall), furnish to the Collateral Agent and the Buyers such additional
information with respect to the Receivables as the Collateral Agent may from
time to time reasonably request.

       SECTION 6.3.    PRESERVATION OF CORPORATE EXISTENCE.  CPFC shall preserve
and maintain its corporate existence and good standing in the jurisdiction of
its incorporation, and be qualified in good standing as a foreign corporation in
each jurisdiction in which the ownership of its assets or the nature of its
activities requires it to be so qualified.

       SECTION 6.4.    COMPLIANCE WITH LAWS.  CPFC will comply in all material
respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities (including, without limitation,
Environmental Laws and ERISA and the rules and regulations thereunder) except
where the necessity of compliance therewith is contested in good faith by
appropriate proceedings.


                                      68


<PAGE>


       SECTION 6.5.    NO TRANSFERS; NO LIENS.  Neither CPFC nor the Servicer
will cause or permit any of the Receivables, or any Related Security, any
Collections thereon, any books and records related thereto or any proceeds of
the foregoing or any Lockbox or Lockbox Account or the Collection Account or the
Cash Collateral Account to be sold, pledged, assigned or transferred.  CPFC will
not create, incur, assume or suffer to exist any Lien upon any of its other
property or assets (other than Liens on office premises or furniture or
equipment granted to an Affiliate of CPFC or the provider of such office
premises or furniture or equipment).

       SECTION 6.6.    NO MERGER.  CPFC will not enter into a joint venture
with, or consolidate or merge with or into, any other Person.

       SECTION 6.7.    LIMITATIONS ON ACTIVITIES OF CPFC.  CPFC will not:

       (a)   create, incur, assume or suffer to exist any Debt or any other
liability (contingent or otherwise) except (i) liabilities under the Program
Documents, (ii) liabilities for taxes incidental to the operation of its
business, and (iii) liabilities for services or materials supplied or furnished
to CPFC;

       (b)   make any loan or advance or credit to, or Guarantee the obligations
of, or own, purchase, repurchase or acquire (or agree contingently to do so) any
stock, obligations or securities of, or any other interest or investment in, or
make any capital contribution to, any Person other than CPC or a Subsidiary,
except for the purchase of Receivables pursuant to the Program Documents and the
investment of funds in Temporary Cash Investments or (in the Lockbox Accounts or
the Collection Account) in Cash Collateral Account Investments;

       (c)   purchase or otherwise make any expenditure (by capital or operating
lease or otherwise) for any assets other than (x) pursuant to the Program
Documents or (y) incidental to the activities specifically contemplated by the
Program Documents;

       (d)   engage in any business or enterprise or activities other than the
activities specifically


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contemplated by the Program Documents and activities incidental thereto;

       (e)   declare or pay any dividend or other amounts payable in respect of
its capital stock (including by way of redemption or acquisition of its capital
stock or rights to acquire such capital stock) except to the extent of funds
available therefor distributed to CPFC pursuant to Sections 3.7 and 3.8 not
required for the purchase of Receivables under the Purchase and Sale Agreement;
or

       (f)   amend in any material respect its articles of incorporation or by-
laws, or amend or fail to comply in any respect with, the provisions thereof
relating to corporate separateness or CPFC's special purpose (contained in
Articles II, VI or VII of its articles of incorporation and Sections 2.3 or 5.3
of its by-laws).

       SECTION 6.8.    AGREEMENTS RELATING TO PROGRAM DOCUMENTS.  CPFC shall
only enter into or be a party to the Program Documents or documents and
agreements incidental to the activities specifically contemplated by the Program
Documents.

       SECTION 6.9.    WAIVERS AND AMENDMENTS OF DOCUMENTS.  CPFC will not,
without the prior written consent of the Required Buyers and reaffirmation by
S&P of the rating assigned to the Buyers' Certificates on the Closing Date,
modify, amend, or waive any provision or condition contained in, the Buyers'
Certificates, the Purchase and Sale Agreement, the Lockbox Agreements, the
Transfer Letters and the Servicing Agreement (if any) from the forms of each of
the foregoing heretofore delivered to the Buyers, the Agents and S&P.

       SECTION 6.10.    PAYMENT OF TAXES.  CPFC will promptly pay and discharge
all Federal and state taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profit or upon any property belonging to
it, unless (i) such tax, assessment, charge or levy shall not at the time be due
and payable or can be paid thereafter without penalty or (ii) the amount,
applicability or validity thereof shall be currently contested in good faith by
appropriate proceedings and adequate reserves with respect to such tax,
assessment, charge or levy shall have been established in accordance with GAAP.


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       SECTION 6.11.    ACCOUNTING TREATMENT.  For accounting purposes, CPFC
shall treat each purchase made hereunder as a sale (unless otherwise required by
a change in GAAP) of the Receivables subject thereto.


                                  ARTICLE 7

                               TERMINATION EVENTS


       SECTION 7.1.    TERMINATION EVENTS.  A "Termination Event" shall mean
each of the following events or conditions:

       (a)   (i) CPFC shall fail to transfer or deposit, or fail to cause to be
transferred or deposited, to the Collateral Agent any amounts in respect of
reductions in the Aggregate Net Investment when required pursuant hereto, or
(ii) Yield accrued during any Yield Accrual Period is not paid to the Buyers
within three Business Days of the last day of such Yield Accrual Period; or

       (b)   CPFC shall fail to pay, transfer or deposit, or fail to cause to be
paid, transferred or deposited, any other amount, including but not limited to
Commitment Fees, when required pursuant hereto and such failure shall remain
unremedied for five Business Days; or

       (c)   any representation, warranty, certification or statement made or
deemed made by CPFC, the Servicer or CPC under any of the Program Documents or
in any certificate or document furnished pursuant thereto shall prove to have
been false or misleading in any material respect when made or deemed made, other
than a false representation or warranty made pursuant to Section 4.3 hereof or
Section 5.1(a) of the Purchase and Sale Agreement relating to any Receivable as
to which (in the case of a misrepresentation pursuant to Section 4.3 hereof)
payment has been made (or by virtue of the PROVISO contained in Section 3.9 is
not required to be made) pursuant to Section 3.9 or as to which (in the case of
a misrepresentation pursuant to Section 5.1(a) of the Purchase and Sale
Agreement) payment or credit in an amount equal to the Outstanding Balance of
such Receivable has been made pursuant to Section 2.2 of the Purchase and Sale
Agreement; PROVIDED that an error in a Daily Report which is promptly remedied
and does not result


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in the Adjusted Buyers' Interest exceeding 100% shall not constitute a false
or misleading representation, warranty, certification or statement; or

       (d)   there shall be a default or failure in the performance or
observance of any covenant, agreement or provision set forth in Sections 3.2,
3.7, 3.8, 3.9, 6.3, 6.5, 6.6, 6.7, 6.8 and 6.11 hereof (other than those covered
by clause (a) or (b) above) or Section 2.2 of the Purchase and Sale Agreement;
or

       (e)   CPFC or CPC shall default or fail in the performance or observance
of any other covenant, agreement, provision or duty applicable to it contained
in any of the Program Documents (other than those covered by clause (a), (b),
(c) or (d) above) and such default or failure shall continue unremedied for 10
Business Days after written notice thereof is given to such Person by either
Agent; or

       (f)   an Event of Bankruptcy shall occur with respect to Holdings, CPC,
CPFC or any Material Subsidiary; or

       (g)  Holdings or any Subsidiary shall fail to make any payment or
payments (or to post collateral or obtain letters of credit) in an aggregate
amount exceeding $5,000,000 in respect of any Material Financial Obligations
when due or within any applicable grace period; or

       (h)  any event or condition shall occur which results in the acceleration
of the maturity of any Material Debt; or

       (i)  a federal tax lien arising under Section 6321 of the Internal
Revenue Code or a Lien arising under Title I or Title IV of ERISA or Section 412
of the Internal Revenue Code shall have been filed against any member of the
ERISA Group (a "Federal Lien") and such Federal Lien results in an Adverse
Interest with respect to any Receivables, any Related Security, any Collections,
any books and records related thereto or any proceeds of any of the foregoing;
or

       (j)  (x) the collateral agent under the Existing Credit Agreement shall
have received a Default Notice (as defined in the Consent and Agreement) or
(y)(A) the provisions relating to the release of the claims of the collateral
agent under the Existing Security Agreement and


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the related Consent and Agreement shall cease to be effective with respect to
any Receivables; or (B) an Event of Default specified in clause (g) or (h) of
Section 6.1 of the Existing Credit Agreement shall occur; or (C) Section 14
of the Existing Security Agreement shall be amended, modified or waived in
any respect in connection with the Released Collateral (as defined in the
Consent and Agreement) without the prior written consent of all the Buyers
and the Agents; or

       (k)  there shall have occurred a Servicer Termination Event; or

       (l)  there shall be pending any litigation or proceeding against CPFC,
the Servicer or CPC, which in the reasonable opinion of the Required Buyers is
likely to materially adversely affect the collectibility of the Receivables or
the ability of CPFC, the Servicer or CPC to perform its respective obligations
under the Program Documents; or

       (m)  there shall have occurred any event which materially adversely
affects the collectibility of the Receivables; or

       (n)  CPFC shall be required to register as an "investment company" under
the Investment Company Act of 1940, as amended; or

       (o)  Collections on the Receivables during any five Business Day period
shall be insufficient for the allocation of the accrued and unpaid Yield for
such period pursuant to Section 3.7; or

       (p)  CPC shall cease to own directly or indirectly 100% of the capital
stock of CPFC; or

       (q)  the Adjusted Buyers' Interest shall exceed 100% for more than three
consecutive Business Days; or

       (r)  the average of the Loss to Liquidation Ratios for any three
consecutive Settlement Dates shall exceed 1.5%; or

       (s)  the Default Ratio shall exceed 2.5% on any Settlement Date or the
average of the Default Ratios for any three consecutive Settlement Dates shall
exceed 2.0%; or


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       (t)  the Dilution Ratio shall exceed 10.0% on any Settlement Date or the
average of the Dilution Ratios for any three consecutive Settlement Dates shall
exceed 8.75%; or

       (u)  CPFC shall make any loan or advance or credit to, or Guarantee the
obligations of, or own, purchase, repurchase or acquire (or agree contingently
to do so) any stock, obligations or securities of, or any other interest or
investment in, or make any capital contribution to, CPC or a Subsidiary of CPC,
except for the purchase of Receivables pursuant to the Program Documents.

       Notwithstanding the foregoing, a delay in or failure of performance
referred to in subsection (a) or (b) above for a period not to exceed two
Business Days shall not constitute a Termination Event if such delay or failure
could not have been prevented by the exercise of reasonable diligence by CPFC or
such delay or failure was caused by an Act of God or the public enemy, acts of
declared or undeclared war, public disorder, rebellion or sabotage, epidemics,
landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes.
The preceding sentence shall not relieve CPFC from using its best efforts to
perform its obligations in a timely manner in accordance with the terms of this
Agreement, and CPFC shall provide the Agents and each Buyer prompt notice of any
such failure or delay, together with a description of its efforts so to perform
its obligations.

       SECTION 7.2.    CONSEQUENCES OF A TERMINATION EVENT.  (a)  If a
Termination Event shall occur and be continuing, Buyers having more than 50% of
the Commitments may, by directing the Administrative Agent to deliver notice to
such effect to CPFC and CPC, terminate the Commitments; provided that (i) in the
case of an Event of Bankruptcy with respect to Holdings, CPFC or CPC or in the
case of a Termination Event under Section 7.1(j)(y), Section 7.1(i) or Section
7.1(n), or (ii) on the second Business Day after a Termination Event under
Section 7.1(j)(x), or (iii) if a Termination Event occurs under Section 7.1(q)
and such Termination Event under Section 7.1(q) is not both cured, such that
Adjusted Buyers' Interest no longer exceeds 100%, and expressly waived in
writing by Buyers having at least 66% of the total Commitments within 15 days of
(and including) the Business Day on which Adjusted Buyers' Interest first
exceeded 100%, the Commitments hereunder


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shall be automatically terminated without any action on the part of the
Agents or the Buyers.

       (b)  If a Termination Event shall have occurred and be continuing, (i)
the Collateral Agent shall be entitled to notify the Obligors of Receivables to
make payments directly to the Collateral Agent of amounts due thereunder;
PROVIDED that if Collections are being delivered to the Lockbox or
electronically transferred to the Lockbox Account or the Collection Account in
accordance with Section 3.2, then the Collateral Agent shall not notify any
Obligors until such Termination Event shall be continuing for a period of two
Business Days, (ii) the Collateral Agent (or its designee) shall be permitted to
open and inspect mail received by CPFC or the Servicer which the Collateral
Agent reasonably believes may relate to the Receivables, and to remove therefrom
any and all Collections and correspondence from Obligors in respect of
Receivables, and (iii) the Collateral Agent may deliver the Transfer Letters to
any of the Lockbox Banks or the Collection Account Bank and CPFC shall fully
cooperate with the Collateral Agent so as to give effect to such Transfer
Letters; PROVIDED that, notwithstanding the foregoing, Collections shall in any
event be allocated in accordance with Sections 3.7 and 3.8.


                                  ARTICLE 8

                                 THE AGENTS


       SECTION 8.1.    APPOINTMENT AND AUTHORIZATION.  Each Buyer irrevocably
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 all such powers as are reasonably incidental
thereto.  Each Buyer hereby irrevocably grants each Agent or its designated
agent, if any, an irrevocable power of attorney, with full power of
substitution, coupled with an interest, at any time and from time to time, to
take in the name of such Buyer all actions with respect to any Receivable which
such Agent may deem necessary or advisable to realize upon the Purchased
Interest in any Receivable.

       SECTION 8.2.    AGENTS AND AFFILIATES.  Morgan Guaranty shall have the
same rights and powers under this


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Agreement as any other Buyer and may exercise or refrain from exercising the
same as though it were not the Agent, and Morgan Guaranty and its affiliates
may accept deposits from, lend money to, and generally engage in any kind of
business with CPFC or any Affiliate of CPFC as if they were not Agents
hereunder.

       SECTION 8.3.    ACTION BY AGENTS.  The obligations of the Agents
hereunder are only those expressly set forth herein.  Without limiting the
generality of the foregoing, the Agents shall not be required to take any
action with respect to any Termination Event, except as expressly provided in
Article 7.

       SECTION 8.4.    CONSULTATION WITH EXPERTS.  The Agents may consult with
legal counsel (who may be counsel for CPFC or CPC), independent public
accountants and other experts selected by them, and they shall not be liable for
any action taken or omitted to be taken by them in good faith in accordance with
the advice of such counsel, accountants or experts.

       SECTION 8.5.    LIABILITY OF AGENTS.  No Agent and none of their
affiliates or their respective directors, officers, agents or employees shall be
liable for any action taken or not taken by it in connection herewith (i) with
the consent or at the request of the Required Buyers (or, where required by the
terms hereof, the Buyers) or (ii) in the absence of its own gross negligence or
willful misconduct.  No Agent and none of their respective affiliates,
directors, officers, agents, affiliates or employees shall be responsible for or
have any duty to ascertain, inquire into or verify (i) any statement, warranty
or representation made in connection with the Program Documents or any Purchase
hereunder; (ii) the performance or observance of any of the covenants or
agreements of CPFC, the Servicer or CPC herein or in any of the other Program
Documents; (iii) the satisfaction of any condition specified in Article 4 herein
or in any of the other Program Documents, except receipt of items required to be
delivered to such Agent; (iv) the validity, effectiveness or genuineness of any
of the Program Documents or any other instrument or writing furnished in
connection herewith; or (v) the existence, genuineness, or value of any of the
Receivables, Related Security, Collections, any books and records related
thereto or proceeds of any of the foregoing or the validity, perfection,
priority or enforceability of the ownership or


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security interests with respect to any of the foregoing.  No Agent shall
incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex,
telecopy or similar writing) believed by it to be genuine or to be signed by
the proper party or parties.

       SECTION 8.6.    INDEMNIFICATION.  Each Buyer shall, ratably in accordance
with its Commitment, indemnify each of the Agents, their respective affiliates,
directors, officers, agents and employees (to the extent not reimbursed by CPFC)
against any cost, expense (including counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from such indemnitees'
gross negligence or willful misconduct) that such indemnitees may suffer or
incur in connection with the Program Documents or any action taken or omitted by
such indemnitee hereunder.

       SECTION 8.7.    PURCHASE DECISION.  Each Buyer acknowledges that it has,
independently and without reliance upon the Agents or any other Buyer, and based
on such documents and information as it has deemed appropriate, made its own
analysis and decision to enter into this Agreement.  Each Buyer also
acknowledges that it will, independently and without reliance upon either Agent
or any Buyer, 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 any action under any of the Program Documents.

       SECTION 8.8.    SUCCESSOR AGENT.  Either Agent may resign at any time by
giving written notice thereof to the Buyers, CPFC and the Servicer; provided
that such resignation shall not be effective until a successor Agent shall have
accepted its appointment as the Agent hereunder.  Upon any such resignation, the
Required Buyers shall have the right, after consultation with CPFC, to appoint a
successor Agent.  If no successor Agent shall have been so appointed by the
Required Buyers, and shall have accepted such appointment, within 30 days after
the retiring Agent gives notice of resignation, then the retiring Agent may, on
behalf of the Buyers, appoint a successor Agent, which shall be a commercial
bank organized or licensed under the laws of the United States or of any State
thereof and having a combined capital and surplus of at least $100,000,000.
Upon the acceptance of its appointment as the Agent hereunder by a successor
Agent (and not before), such successor Agent


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shall thereupon succeed to and become vested with all the rights and duties
of such retiring Agent and the retiring Agent shall be discharged from its
duties and obligations hereunder. After the retiring Agent's resignation
hereunder, the provisions of this Article shall inure to the retiring Agent's
benefit as to any actions taken or omitted to be taken by it while it was an
Agent.

       SECTION 8.9.    DIRECTION BY REQUIRED BUYERS.  As to remedies hereunder
with respect to the Receivables or the Purchase and Sale Agreement or other
specific rights hereunder that the Collateral Agent has with respect to the
Receivables or the Purchase and Sale Agreement, the Collateral Agent shall
exercise such remedies and rights if and as requested by the Required Buyers;
PROVIDED that it shall not be so required to act (x) if upon advice of counsel
it concludes that any such action creates potential liability on its part or
constitutes a violation of law or (y) if it shall not be indemnified to its
satisfaction in advance in respect of its costs and expenses in connection
therewith.


                                   ARTICLE 9

                             CHANGE IN CIRCUMSTANCES


       SECTION 9.1.    CHANGE IN CIRCUMSTANCES.  If on or prior to the
commencement of any Yield Accrual Period:

       (a)   the Administrative Agent is advised by the Reference Banks that
deposits in Dollars (in the applicable amounts) are not being offered to the
Reference Banks in the relevant market for such Yield Accrual Period; or

       (b)   Buyers having 50% or more of the aggregate amount of the
Commitments advise the Administrative Agent that the Adjusted CD Rate or the
Adjusted London Interbank Offered Rate, as the case may be, as determined by the
Administrative Agent will not adequately and fairly reflect the cost to such
Buyers of funding Tranches the Yield Rate of which is based on the Fixed CD Rate
or the Euro-Dollar Rate, as the case may be, for such Yield Accrual Period;
then the Administrative Agent shall forthwith give notice thereof to CPFC and
the Buyers, whereupon until the Administrative Agent notifies CPFC that the
circumstances


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giving rise to such suspension no longer exist, the obligations of the Buyers
to allocate any portion of the Aggregate Net Investment to any Tranche the
Yield Rate of which is based on the Fixed CD Rate or the Euro-Dollar Rate, as
the case may be, shall be suspended.

       SECTION 9.2.    ILLEGALITY.  If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Buyer (or its booking office for this facility) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Buyer (or its booking office for this facility) to allocate its pro rata share
of the Aggregate Net Investment to any Tranche the Yield Rate of which is based
on the Euro-Dollar Rate and such Buyer shall so notify the Administrative Agent,
the Administrative Agent shall forthwith give notice thereof to the other Buyers
and CPFC, whereupon until such Buyer notifies CPFC and the Administrative Agent
that the circumstances giving rise to such suspension no longer exist, the
obligation of such Buyer to allocate its pro rata share of the Aggregate Net
Investment to any Tranche the Yield Rate of which is based on the Euro-Dollar
Rate shall be suspended at the end of such Yield Accrual Period.  Before giving
any notice to the Administrative Agent pursuant to this Section, such Buyer
shall designate a different booking office for this facility if such designation
will avoid the need for giving such notice and will not, in the judgment of such
Buyer, be otherwise disadvantageous to such Buyer.  If such Buyer shall
determine that it may not lawfully continue to allocate its pro rata share of
the Aggregate Net Investment to any outstanding Tranche the Yield Rate of which
is based on the Euro-Dollar Rate, then such Buyer's pro rata share of such
Tranche shall be deemed to be a separate Tranche with a Yield based on the Base
Rate but with the Yield Accrual Period otherwise applicable to such Tranche.

       SECTION 9.3.    INDEMNITY FOR CHANGES IN LAW.  (a)  If on or after the
date hereof, the adoption of any applicable law, rule or regulation, or any
change in any applicable law, rule or regulation, or any change in the


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interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Buyer with any request or directive (whether or
not having the force of law) of any such authority, central bank or comparable
agency shall impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Board of Governors of the
Federal Reserve System, but excluding (i) with respect to any Fixed CD Rate
Yield Accrual Period any such requirement included in the applicable Domestic
Reserve Percentage and (ii) with respect to any Euro-Dollar Rate Yield Accrual
Period any such requirement included in the applicable Euro-Dollar Reserve
Percentage), special deposit, insurance assessment (excluding with respect to
any Fixed CD Rate Yield Accrual Period any such requirement reflected in the
applicable Assessment Rate) or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Buyer (or its booking
office for this facility) or shall impose on any Buyer (or its booking office
for this facility) or on the United States market for certificates of deposit or
the London interbank market any other condition affecting the Program Documents,
or payments of amounts thereunder or its obligation to advance funds under the
Program Documents or its funding of any Purchases, and the result of any of the
foregoing is to increase the cost to such Buyer (or its booking office for this
facility) with respect to the Program Documents or payments of amounts
thereunder or its obligation to advance funds thereunder or the funding of any
Purchases thereunder, by an amount deemed by such Buyer to be material, then,
within 15 days after demand by such Buyer (with a copy to the Administrative
Agent), CPFC shall pay to such Buyer such additional amount or amounts as will
compensate such Buyer for such increased cost or reduction.

       (b)   If any Buyer shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Buyer (or its booking office for this facility)
with any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank or comparable agency, has
or would have the


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effect of reducing the rate of return on capital of such Buyer (or its
Parent) as a consequence of such Buyer's  obligations hereunder to a level
below that which such Buyer or (or its Parent) could have achieved but for
such adoption, change, request or directive (taking into consideration its
policies with respect to capital adequacy) by an amount deemed by such Buyer
to be material, then from time to time, within 15 days after demand by such
Buyer (with a copy to the Administrative Agent), CPFC shall pay to such Buyer
such additional amount or amounts as will compensate such Buyer (or its
Parent) for such reduction.

       (c)   Each Buyer will promptly notify CPFC and the Administrative Agent
of any event of which it has knowledge, occurring after the date hereof, which
will entitle such Buyer to compensation pursuant to this Section and will
designate a different booking office if such designation will avoid the need
for, or reduce the amount of such compensation and will not, in the judgment of
such Buyer, be otherwise disadvantageous to such Buyer.  A certificate of a
Buyer prepared in good faith claiming compensation under this Section and
setting forth the additional amount or amounts to be paid to it hereunder shall
be conclusive in the absence of manifest error.  In determining such amount,
such Buyer may use any reasonable averaging and attribution methods.

       SECTION 9.4.    TAXES.  (a)  For the purposes of this Section 9.4(a), the
following terms have the following meanings:

       "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment by CPFC
pursuant to this Agreement or under any Buyer's Certificate, and all liabilities
with respect thereto, EXCLUDING (i) in the case of each Buyer and the Agents,
taxes imposed on its income, and franchise or similar taxes imposed on it, by a
jurisdiction under the laws of which such Buyer or such Agent (as the case may
be) is organized or in which its principal executive office is located or, in
the case of each Buyer, in which its booking office for this facility is located
and (ii) in the case of each Buyer, any United States withholding tax imposed on
such payments but only to the extent that such Buyer is subject to United States
withholding tax at the time such Buyer first becomes a party to this Agreement.


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       "Other Taxes" means any present or future stamp or documentary taxes and
any other excise or property taxes, or similar charges or levies, which arise
from any payment made pursuant to this Agreement or under any Buyer's
Certificate or from the execution or delivery of, or otherwise with respect to,
any Program Document.

       (b)  Any and all payments by CPFC to or for the account of any Buyer or
the Agents hereunder or under any Buyer's Certificate shall be made without
deduction for any Taxes or Other Taxes; PROVIDED that, if CPFC shall be required
by law to deduct any Taxes or Other Taxes from any such payments, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) such Buyer or such Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
CPFC shall make such deductions, (iii) CPFC shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law and (iv) CPFC shall furnish to the Administrative Agent, at its
address referred to in Section 10.1, the original or a certified copy of a
receipt evidencing payment thereof.

       (c) CPFC agrees to indemnify each Buyer and each Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by such Buyer or such Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto.  This indemnification shall be paid within 15 days after such
Buyer or such Agent (as the case may be) makes demand therefor (which demand
shall include a certificate, supported where applicable by documentary evidence,
explaining the amount of such claim).  If a Buyer or the Administrative Agent
(as the case may be) shall become aware that it is entitled to claim a refund
(or refund in the form of a credit) (each a "Refund") from a taxing authority
(as a result of any error in the amount of Taxes or Other Taxes paid to such
taxing authority) of such Taxes or Other Taxes for which it has been indemnified
by CPFC, or with respect to which CPFC has paid additional amounts, pursuant to
this Section, it shall promptly notify CPFC of the availability of such Refund
and shall, within 30 days after receipt of a written request by CPFC, make a
claim to such taxing


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authority for such Refund at CPFC's expense if, in the judgment of such Buyer
or such Agent (as the case may be), the making of such claim will not be
otherwise disadvantageous to it; PROVIDED that nothing in this subsection
shall be construed to require any Buyer or either Agent to institute any
administrative proceeding (other than the filing of a claim for any such
Refund) or judicial proceeding to obtain any such Refund.  If a Buyer or an
Agent (as the case may be) receives a Refund from a taxing authority (as a
result of any error in the amount of Taxes or Other Taxes paid to such taxing
authority) of any such Taxes or Other Taxes for which it has been indemnified
by CPFC, or with respect to which CPFC has paid additional amounts, pursuant
to this Section, it shall promptly pay to CPFC the amount so received (but
only to the extent of indemnity payments made, or additional amounts paid, by
CPFC under this Section with respect to the Taxes or Other Taxes giving rise
to such Refund), net of all reasonable out-of-pocket expenses (including the
net amount of taxes, if any, imposed on such Buyer or such Agent with respect
to such Refund) of such Buyer or such Agent, and without interest (other than
interest paid by the relevant taxing authority with respect to such Refund);
PROVIDED, HOWEVER, that CPFC upon the request of such Buyer or such Agent,
agrees to repay the amount paid over to CPFC (plus penalties, interest or
other charges) to such Buyer or such Agent in the event such Buyer or such
Agent is required to repay such Refund to such taxing authority.  Nothing
contained in this Section shall require any Buyer or either Agent to make
available any of its tax returns (or any other information that it deems to
be confidential or proprietary).

       (d)  Each Buyer organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Buyer listed on the signature pages hereof and on
or prior to the date on which it becomes a Buyer in the case of each other
Buyer, and thereafter on or prior to the date on which it changes the country
where its booking office for this facility is located and from time to time
thereafter if requested in writing by CPFC (but, in each case, only so long as
such Buyer remains lawfully able to do so), shall provide CPFC and the
Administrative Agent with (i) Internal Revenue Service form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Buyer is entitled to benefits under an income tax treaty to
which the


                                      83


<PAGE>


United States is a party which exempts the Buyer from United States
withholding tax or reduces the rate of withholding tax on payments of
interest for the account of such Buyer or certifying that the income
receivable pursuant to this Agreement is effectively connected with the
conduct of a trade or business in the United States or (ii) solely if such
Buyer is claiming exemption from United States withholding tax under Section
871(h) or 881(c) of the Internal Revenue Code with respect to payments of
"portfolio interest", a Form W-8, or any successor form prescribed by the
Internal Revenue Service, and a certificate representing that such Buyer is
not a bank for purposes of Section 881(c) of the Internal Revenue Code, is
not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of
the Internal Revenue Code) of CPFC and is not a controlled foreign
corporation related to CPFC (within the meaning of Section 864(d)(4) of the
Internal Revenue Code).

       (e)  For any period with respect to which a Buyer has failed to provide
CPFC or the Administrative Agent with the appropriate form pursuant to Section
9.4(d) (unless such failure is due to a change in treaty, law or regulation
occurring subsequent to the date on which such form originally was required to
be provided), such Buyer shall not be entitled to indemnification under Section
9.4(b) or (c) with respect to Taxes imposed by the United States; PROVIDED that
if a Buyer, which is otherwise exempt from or subject to a reduced rate of
withholding tax, becomes subject to Taxes because of its failure to deliver a
form required hereunder, CPFC shall take such steps as such Buyer shall
reasonably request to assist such Buyer to recover such Taxes.

       (f)  If CPFC is required to pay additional amounts to or for the account
of any Buyer pursuant to this Section, then such Buyer will change the
jurisdiction of its booking office for this facility if, in the judgment of such
Buyer, such change (i) will eliminate or, if it is not possible to eliminate,
will reduce to the greatest extent possible any such additional payment which
may thereafter accrue and (ii) is not otherwise disadvantageous to such Buyer.

       SECTION 9.5.    SUBSTITUTION OF BUYER.  If (i) the obligation of any
Buyer to allocate its pro rata share of the Aggregate Net Investment to any
Tranche the Yield Rate of which is based on the Euro-Dollar Rate has been
suspended pursuant to Section 9.1, (ii) any Buyer has demanded


                                      84


<PAGE>


compensation under Section 9.3 or 9.4, (iii) any Buyer shall be a Defaulting
Buyer or (iv) any Buyer shall fail to consent to amendment or waiver which
pursuant to the terms of Section 10.5 or any other provision if any Program
Document requires the consent of all Buyers and with respect to which the
Required Buyers shall have granted their consent, CPFC shall have the right,
if no Termination Event or Potential Termination Event then exists, to
replace such Buyer (the "Replaced Buyer") with one or more other Eligible
Transferee(s), none of whom shall constitute a Defaulting Buyer at the time
of such replacement (collectively, the "Replacement Buyer") acceptable to the
Agents; PROVIDED that (i) at the time of any replacement pursuant to this
Section,  the Replacement Buyer shall enter into one or more Assignment and
Assumption Agreements, substantially in the form of Exhibit N hereto,
pursuant to which the Replacement Buyer shall acquire the Commitments and the
Buyer's Certificate of the Replaced Buyer and, in connection therewith, shall
pay to the Replaced Buyer in respect thereof an amount equal to the sum of
(A) its pro rata share of the Aggregate Net Investment, (B) an amount equal
to all accrued, but theretofore unpaid, Commitment Fees owing to the Replaced
Buyer and (C) an amount equal to the amount which would be payable by CPFC to
the Replaced Buyer pursuant to Section 2.8 if CPFC prepaid at the time all of
the Tranches of such Replaced Buyer the Yield Rate of which is determined by
referring to the Euro-Dollar Rate or the Fixed CD Rate outstanding at such
time and (ii) all obligations of CPFC owing to the Replaced Buyer (other than
those specifically described in clause (i) above in respect of which the
assignment purchase price has been, or is concurrently being, paid) shall be
paid in full to such Replaced Buyer concurrently with such replacement.  Upon
the execution of the respective Assignment and Assumption Agreements, the
payment of amounts referred to in clauses (i) and (ii) above and, if so
requested by the Replacement Buyer, delivery to the Replacement Buyer of the
appropriate Buyer's Certificate executed by CPFC, the Replacement Buyer shall
become a Buyer hereunder and the Replaced Buyer shall cease to constitute a
Buyer hereunder. The provisions of this Agreement (including without
limitation Sections 2.8, 9.3, 9.4 and 10.3) shall continue to govern the
rights and obligations of a Replaced Buyer with respect to its pro rata share
of the Aggregate Net Investment or any other actions taken by such Buyer
while it was a Buyer.


                                      85


<PAGE>


                                   ARTICLE 10

                                  MISCELLANEOUS


       SECTION 10.1.    NOTICES.  All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, facsimile
transmission or similar writing) and shall be given to such party:  i) in the
case of CPFC or either Agent, at its address or facsimile number set forth on
the signature pages hereof, ii) in the case of any Buyer, at its address or
facsimile number set forth in its Administrative Questionnaire, iii) in the case
of any other party, such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the Administrative Agent and
CPFC, and (d) in the case of S&P, at 26 Broadway, New York, New York  10004,
Attn:  Standard & Poor's Ratings Services, Asset-Backed Surveillance (facsimile
number: 212-208-0053).  Each such notice, request or other communication shall
be effective (i) if given by facsimile transmission, when transmitted to the
facsimile number specified in this Section and confirmation of receipt is
received, (ii) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid, addressed as aforesaid or (iii)
if given by any other means, when delivered at the address specified in this
Section; PROVIDED that notices to the Administrative Agent under Article 2 or
Article 9 shall not be effective until received.

       SECTION 10.2.     NO WAIVERS.  No failure or delay by either Agent or any
Buyer in exercising any right, power or privilege hereunder or under any other
Program Document shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies of the
Agents and the Buyers under the Program Documents are cumulative and not
exclusive of any rights or remedies which the Agents or the Buyers would
otherwise have.

       SECTION 10.3.   EXPENSES; INDEMNIFICATION.  (a)  CPFC shall pay (i)
all out-of-pocket expenses of the Agents, including fees and disbursements of
special counsel or other experts for the Agents, in connection with the
preparation and administration of the Program Documents, any waiver or
consent thereunder or any amendment thereof or any

                                      86



<PAGE>


Termination Event or Potential Termination Event thereunder, (ii) all fees
and expenses of S&P in connection with the rating of the Buyers'
Certificates, including any annual fees and expenses with respect thereto,
and any waiver or consent under the Program Documents or any amendment
thereof, and (iii) if a Termination Event occurs, all out-of-pocket expenses
incurred by the Agents and each Buyer, including (without duplication) the
fees and disbursements of outside counsel, in connection with such
Termination Event and collection, bankruptcy, insolvency and other
enforcement proceedings resulting therefrom.

       (b)   CPFC agrees to indemnify, and hold harmless the Agents and each
Buyer and each of their respective directors, officers, affiliates,
shareholders, employees, agents and each legal entity, if any, who controls any
such Person (each, an "Indemnitee") forthwith on demand, from and against any
and all losses, claims, damages, liabilities, costs and expenses (including,
without limitation, all reasonable fees and disbursements of counsel, expenses
incurred by their respective credit recovery groups, expenses of settlement or
litigation or preparation therefor and the reasonable fees and expenses of
investigation by engineers, environmental consultants and similar technical
personnel) which any Indemnitee may incur or which may be asserted against any
Indemnitee by any Person (including, without limitation, any Obligor) arising
from or incurred in connection with:

       (i)   any breach of a representation, warranty or covenant by CPFC or the
  Servicer made or deemed made in the Program Documents or in connection
  herewith (including any failure of information contained in a Daily Report or
  Settlement Statement to be true and correct in all material respects),

      (ii)   any action taken or, if CPFC or the Servicer is otherwise obligated
  to take action, failed to be taken, by CPFC or the Servicer, as the case may
  be, with respect to the Purchased Interest or any of their respective
  obligations under the Program Documents, including, without limitation,
  CPFC's or the Servicer's failure to comply with any applicable law or
  regulation,

     (iii)  any failure not attributable to the Buyers or the Agent to vest and
  maintain vested in the Buyers the


                                      87


<PAGE>


  ownership interest in the Purchased Interest, free and clear of any Adverse
  Interest,

      (iv)  any products liability claim arising out of or relating to the
  Receivables or the related Contracts,

       (v)  any failure to pay when due any taxes required to be paid by CPFC,
  including without limitation any sales tax, excise tax or other similar tax
  or charge payable in connection with the Receivables and their creation or
  satisfaction, or

      (vi)  any dispute, suit, action, claim, proceeding or governmental
  investigation, pending or threatened, whether based on statute, regulation or
  order (including any such suit, action, claim or proceeding alleging a
  violation of any Federal or state securities laws, on tort, on contract or
  otherwise), before any court, arbitral panel, or other tribunal which arises
  out of or relates to the Program Documents or the use of the proceeds of the
  sale of the Purchased Interest pursuant hereto, or

     (vii)  any Environmental Liabilities;

PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for
(x) its own gross negligence or willful misconduct as determined by a court of
competent jurisdiction, (y) any breach of its obligations hereunder or (z) any
liabilities or expenses for which CPFC is obligated to make any payment to such
Indemnitee under any other provision of this Agreement or any of the other
Program Documents; and PROVIDED FURTHER that CPFC shall not be liable for any
settlements entered into by any Indemnitee without its consent and PROVIDED
FURTHER that it is understood that CPFC shall not, in respect of the legal
expenses of the Buyers in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Buyers designated by
the Administrative Agent and that all such fees and expenses shall be reimbursed
as they are incurred.  It is expressly agreed and understood by the parties
hereto that such indemnification is not intended to constitute a guarantee of
the collectibility or payment of the Receivables purchased hereunder.  Without
limiting the generality of the


                                      88


<PAGE>


foregoing, CPFC hereby waives all rights for contribution or any other rights
of recovery with respect to liabilities, losses, damages, costs and expenses
arising under or related to Environmental Laws that it might have by statute
or otherwise against any Buyer.

       SECTION 10.4.     SHARING OF SET-OFFS.  Each Buyer agrees that if it
shall, by exercising any right of set-off or counterclaim or otherwise, receive
payment of a portion of the Aggregate Net Investment, Yield or Commitment Fees
which is greater than the proportion received by any other Buyer in respect of
the Aggregate Net Investment, Yield or Commitment Fees, the Buyer receiving such
proportionately greater payment shall purchase such participations in the
Purchased Interest held by, and Commitment Fees owing to, the other Buyers, and
such other adjustments shall be made, as may be required so that all such
payments shall be shared by all of the Buyers pro rata; PROVIDED that nothing in
this Section shall impair the right of any Buyer to exercise any right of
set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of other liabilities of CPFC to it.  CPFC agrees, to the
fullest extent it may effectively do so under applicable law, that any holder of
a participation in the Purchased Interest, whether or not acquired pursuant to
the foregoing arrangements, may exercise rights of set-off or counterclaim and
other rights with respect to such participation as fully as if such holder of a
participation were a Buyer hereunder.

       SECTION 10.5.   AMENDMENTS AND WAIVERS.  Any provision of this
Agreement may be amended or waived if, but only if, (i) such amendment or
waiver is in writing and is signed by CPFC and the Required Buyers (and, if
the rights or duties of either Agent or the Servicer are affected thereby, by
such Person), (ii) the rating assigned to the Buyers' Certificates by S&P on
the Closing Date is reaffirmed and (iii) such amendment or waiver is approved
in writing by the Required Banks (as defined in the Existing Credit
Agreement); PROVIDED that no such amendment or waiver shall, unless signed by
all the Buyers, (i) increase or decrease the Commitment of any Buyer (except
for a ratable decrease in the Commitments of all Buyers) or subject such
Buyer to any additional obligation, (ii) reduce the Aggregate Net Investment
or the Yield Rate applicable to any Tranche or change the amount to be paid
in respect of any Commitment Fees, or change, directly or indirectly, the
definition of Buyers' Interest or Transferor's Interest

                                      89


<PAGE>


(other than a change which results from any amendment to the definition of
"Default Ratio", "Eligible Receivable", "Dilution Horizon Ratio", "Dilution
Ratio", "Loss to Liquidation Ratio" and "Concentration Limit") or the
allocation between the Buyers' Interest and the Transferor's Interest set
forth in Sections 3.7 and 3.8 or otherwise change the allocations and
priorities set forth in Sections 3.7 and 3.8, (iii) extend the Expiry Date or
(iv) change the percentage of the Commitments which shall be required for the
Buyers to take any action under this Section or any other provision of this
Agreement.

       SECTION 10.6.     SUCCESSORS AND ASSIGNS.  (a)  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that CPFC may not assign or
otherwise transfer any of its rights under this Agreement without the prior
written consent of all Buyers.

       (b)   Any Buyer may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in any portion of
its rights and obligations hereunder.  In the event of any such grant by a Buyer
of a participating interest to a Participant, whether or not upon notice to CPFC
and the Administrative Agent, such Buyer shall remain responsible for the
performance of its obligations hereunder, and CPFC and the Administrative Agent
shall continue to deal solely and directly with such Buyer in connection with
such Buyer's rights and obligations under this Agreement.  Any agreement
pursuant to which any Buyer may grant such a participating interest shall
provide that (i) such Buyer shall retain the sole right and responsibility to
enforce the obligations of CPFC hereunder including, without limitation, the
right to approve any amendment, modification or waiver of any provision of this
Agreement; PROVIDED that such participation agreement may provide that such
Buyer will not agree to any modification, amendment or waiver which, as to the
interest of such Participant, would (x) reduce the Aggregate Net Investment or
Yield Rate applicable to a Tranche or any Commitment Fees in which such
Participant has an interest or change, directly or indirectly, the definition of
Buyers' Interest and Transferor's Interest or the allocation between the Buyers'
Interest and the Transferor's Interest set forth in Sections 3.7 and 3.8 or
otherwise change the allocations and priorities set forth in Sections 3.7 and
3.8, or (y) extend the Expiry Date and (ii) upon purchase of a participating


                                      90


<PAGE>


interest such Participant shall be deemed to have agreed to the provisions set
forth in Section 10.9.  CPFC agrees that each Participant shall, to the extent
provided in its participation agreement and subject to subsection (f) below, be
entitled to the benefits of Article 9 with respect to its participating
interest.  An assignment or other transfer which is not permitted by subsection
(c) or (e) below shall be given effect for purposes of this Agreement only to
the extent of a participating interest granted in accordance with this
subsection (b).  In the event of any such grant by a Buyer of a participating
interest to a Participant, the Buyer shall give notice of such participation to
CPFC and the Administrative Agent.

       (c)   Any Buyer may at any time assign to one or more lenders,
institutions or Persons (each an "Assignee") all, or a proportionate part of all
(equivalent to an initial Commitment of not less than $5,000,000) of its rights
and obligations under this Agreement and such Assignee shall assume such rights
and obligations, pursuant to an Assignment and Assumption Agreement in
substantially the form of Exhibit N hereto executed by such Assignee and such
transferor Buyer, with (and subject to) the subscribed consent of CPFC, which
shall not be unreasonably withheld, and the Administrative Agent; provided that
if an Assignee was a Buyer immediately prior to such assignment or is an
Affiliate of such transferor Buyer, no such consent of CPFC shall be required.
Upon execution and delivery of such instrument and payment by such Assignee to
such transferor Buyer of an amount equal to the purchase price agreed between
such transferor Buyer and such Assignee, such Assignee shall be a Buyer party to
this Agreement and shall have all the rights and obligations of a Buyer with a
Commitment as set forth in such instrument of assumption, and the transferor
Buyer shall be released from its obligations hereunder to a corresponding
extent, and no further consent or action by any party shall be required. Upon
the consummation of any assignment pursuant to this subsection, the transferor
Buyer, the Administrative Agent and CPFC shall make appropriate arrangements so
that, if required, a new Buyer's Certificate is issued to the Assignee.  In
connection with any such assignment, the transferor Buyer shall pay to the
Administrative Agent an administrative fee for processing such assignment in the
amount of $3,500.  If the Assignee is not incorporated under the laws of the
United States or a state thereof, it shall deliver to CPFC and the
Administrative Agent certification


                                      91


<PAGE>


as to exemption from deduction or withholding of any United States Federal
income taxes in accordance with Section 9.4.  Each Buyer may furnish any
confidential information concerning CPFC or its Affiliates in the possession
of such Buyer from time to time to Assignees and Participants (including
prospective Assignees and Participants) which have agreed in a writing
delivered to CPFC to be bound by the provisions of Section 10.7 hereof.

       (d)   If any Reference Bank assigns its Buyer's Certificate to an
unaffiliated institution, the Administrative Agent shall in consultation with
CPFC and with the consent of the Required Buyers, appoint another bank to act as
a Reference Bank hereunder.

       (e)   Any Buyer may at any time assign all or any portion of its rights
under this Agreement to a Federal Reserve Bank.  No such assignment shall
release the transferor Buyer from its obligations hereunder.

       (f)   No Assignee, Participant or other transferee of any Buyer's rights
shall be entitled to receive any greater payment under Section 9.3 or 9.4 than
such Buyer would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with CPFC's prior written consent, or
at a time when the circumstances giving rise to such greater payment did not
exist.

       SECTION 10.7.     CONFIDENTIALITY.  Each Buyer agrees to hold all non-
public information obtained pursuant to the requirements of this Agreement in
accordance with its customary procedure for handling confidential information of
this nature and in accordance with safe and sound banking practices, PROVIDED
that nothing herein shall prevent any Buyer from disclosing such information (i)
to any other Buyer, either Agent or any of its Affiliates, (ii) to any other
Person if reasonably incidental to the administration of the facility, (iii)
upon the order of any court or administrative agency, (iv) upon the request or
demand of any regulatory agency or authority, (v) which had been publicly
disclosed other than as a result of a disclosure by either Agent or any Buyer
prohibited by this Agreement, (vi) in connection with any litigation to which
either Agent, any Buyer or its subsidiaries or Parent may be a party, (vii) to
the extent necessary in connection with the exercise of any remedy hereunder,
(viii) to such Buyer's or such Agent's legal counsel and independent auditors
and (ix) subject to


                                      92


<PAGE>


provisions substantially similar to those contained in this Section, to any
actual or proposed Participant or Assignee.

       SECTION 10.8.   FINANCIAL ACCOMMODATION.  The parties hereto
acknowledge that this Agreement is, and is intended to be, a contract to
extend financial accommodations to CPFC within the meaning of Section
365(e)(2)(B) of the Federal Bankruptcy Code (11 U.S.C. Section 365(e)(2)(B))
(or any amended or successor provision thereof or any amended or successor
code).

       SECTION 10.9.   NO BANKRUPTCY PETITION AGAINST CPFC.  Each Agent, each
Buyer and the Servicer hereby covenants and agrees with each other (and not
for the benefit of CPFC) that, prior to the date which is one year and one
day after the Final Payment Date, it will not institute against, or join any
other Person in instituting against CPFC, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding or other similar proceeding
under the laws of the United States or any State of the United States.

       SECTION 10.10.   LIMITATION OF LIABILITY.  CPFC's obligation with
respect to all amounts payable hereunder which are not payable pursuant to
the Buyers' Certificates including, without limitation, all amounts payable
under Sections 2.8, 3.9, 9.3, 9.4 and 10.3, shall be nonrecourse except as to
(i) amounts payable with respect thereto as expressly provided in Sections
3.7 and 3.8 and (ii) amounts payable to CPFC under Sections 3.7(b) and (c)(B)
and 3.8(b) and shall not constitute a claim against CPFC to the extent that
amounts payable with respect thereto as expressly provided in Sections 3.7
and 3.8 and amounts payable to CPFC under such Sections are insufficient; it
being understood that amounts payable by CPFC pursuant to Section 3.9
constitute Collections subject to Sections 3.7 and 3.8.

       SECTION 10.11.   NOTICES TO S&P.  CPFC shall provide to S&P notice of
(i) all amendments to the Program Documents, (ii) an optional termination or
reduction in Commitments pursuant to Section 2.5, (iii) a Servicing Transfer
pursuant to Section 3.5, (iv) any modification, amendment or waiver with
respect to the Consent and Agreement or Section 14 of the Existing Security
Agreement, and (v) any merger or consolidation of the Seller pursuant to
Section 6.11 of the Purchase and Sale Agreement. CPFC shall provide to S&P
(with a copy to each Agent) 30 days'

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<PAGE>


prior written notice of any change in its capital structure involving
subordinated debt owing by CPFC to CPC.

       SECTION 10.12.  GOVERNING LAW; SUBMISSION TO JURISDICTION.  This
Agreement shall be governed by and construed in accordance with the laws of
the State of New York.  Each of CPFC and CPC submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State court sitting in New York City for
purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby.  Each of CPFC and CPC
irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

       SECTION 10.13.  COUNTERPARTS; INTEGRATION; EFFECTIVENESS.  This
Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.  This Agreement constitutes the entire
agreement and understanding among the parties hereto and supersedes any and
all prior agreements and understandings, oral or written, relating to the
subject matter hereof.  This Agreement shall become effective upon receipt by
the Administrative Agent of counterparts hereof signed by each of the parties
hereto (or, in the case of any party as to which an executed counterpart
shall not have been received, receipt by the Administrative Agent in form
satisfactory to it of telegraphic, telex, facsimile or other written
confirmation from such party of execution of a counterpart hereof by such
party).

       SECTION 10.14.   WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


                                      94


<PAGE>



        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 PAPER FUNDING
                                CORPORATION


                              By: /s/ Christopher M. McLain
                                 --------------------------
                                Name: Christopher M. McLain
                                Title: Vice President and Secretary

                                Address: 4700 Deepwater Terminal
                                         Richmond, VA   23219
                                Telephone: (804) 271-3706
                                Telex:
                                Facsimile:
                                Attention:


                              CROWN PAPER CO.,
                                as Servicer


                              By: /s/ Christopher M. McLain
                                 --------------------------
                                Name: Christopher M. McLain
                                Title: Senior Vice President and
                                       General Counsel, Secretary
                                Address: 300 Lakeside Drive
                                         Oakland, CA 94612

                                Telephone: (501) 874-3869
                                Facsimile: (501) 874-3939
                                Attention:


                                      95


<PAGE>


$10,000,000                   THE BANK OF NEW YORK


                              By: /s/ Jonathan Rollins
                                 --------------------------
                                Name: Jonathan Rollins
                                Title: Assistant Vice President



$10,000,000                   THE CHASE MANHATTAN BANK, N.A.


                              By: /s/ Nancy A. Bridgman
                                 --------------------------
                                Name: Nancy A. Bridgman
                                Title: Vice President



$10,000,000                   THE LONG-TERM CREDIT BANK
                                   OF JAPAN, LTD.


                              By: /s/ T. Morgan Edwards II
                                 --------------------------
                                Name: T. Morgan Edwards II
                                Title: Deputy General Manager



$10,000,000                   MORGAN GUARANTY TRUST COMPANY
                                   OF NEW YORK


                              By: /s/ Robert J. Henchey
                                 --------------------------
                                Name: Robert J. Henchey
                                Title: Vice President



$10,000,000                   NATIONSBANK, N.A.


                              By: /s/ Michael Tousignant
                                 --------------------------
                                Name: Michael Tousignant
                                Title: Vice President


                                      96


<PAGE>



$10,000,000                   TORONTO DOMINION (TEXAS), INC.


                              By: /s/ Neva Nesbitt
                                 --------------------------
                                Name: Neva Nesbitt
                                Title: Vice President



TOTAL COMMITMENTS:

$60,000,000
-----------

                              MORGAN GUARANTY TRUST COMPANY
                                OF NEW YORK,
                              as Administrative Agent


                              By: /s/ Robert J. Henchey
                                 --------------------------
                                Name: Robert J. Henchey
                                Title: Vice President

                                60 Wall Street
                                New York, NY  10260

                                Telephone:  212-648-6503
                                Facsimile:  212-648-5336
                                Attention:  Jeffrey Hwang


                              MORGAN GUARANTY TRUST COMPANY
                                 OF NEW YORK,
                                   as Structuring and
                                   Collateral Agent


                              By: /s/ Robert J. Henchey
                                 --------------------------
                                Name: Robert J. Henchey
                                Title: Vice President

                                500 Stanton Christiana Road
                                Newark, DE  19713-2107

                                Telephone:  302-634-5488
                                Facsimile:  302-634-5490
                                Attention:  Robert J. Henchey


                                      97



<PAGE>

                                                         APPENDIX II

                           DAILY RECONCILIATION OF
                          INTERCOMPANY TRANSACTIONS


     A.   Net Purchase Price of New Receivables                      0.00

     B.   Collections available for reinvestment                     0.00

     C.   Proceeds of new dollar funding                             0.00

     D.   Lesser of A and (B + C) paid to CPC                        0.00

     E.   If A less than (B + C), the
          difference to be:
               -  held at CPFC                                       0.00
               -  paid as a dividend                                 0.00

     F.   If (B + C) less than A, the
          difference to be contributed as a capital
          contribution to CPFC                                       0.00