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                                                                   EXHIBIT 10.32

                          LIEN INTERCREDITOR AGREEMENT

         This LIEN INTERCREDITOR AGREEMENT (as it may be as amended, modified,
restated or supplemented from time to time, the "Agreement"), dated as of July
22, 2003, is entered into among Wells Fargo Bank Minnesota, National
Association, as trustee and collateral agent (in such capacity, the "Trustee")
on behalf of the Senior Noteholders (hereinafter defined), Bank of America,
N.A., in its capacity as agent (in such capacity, the "Senior Agent") for the
financial institutions party to the credit agreement described below (the
"Senior Lenders"), United States Can Company, a Delaware corporation (the
"Borrower") and U.S. Can Corporation, a Delaware corporation, and certain
Subsidiaries of the Borrower (collectively, the "Guarantors").

                              W I T N E S S E T H:

         WHEREAS, the Senior Lenders heretofore have made, and have agreed to
make from time to time hereafter, certain extensions of credit (the "Senior
Loans") pursuant to and/or as evidenced by (i) that certain Credit Agreement,
dated as of October 4, 2000, by and among the Senior Lenders from time to time
party thereto, the Senior Agent, the Borrower and the Guarantors (as amended,
modified, extended, renewed, restated, replaced or increased from time to time,
the "Senior Credit Agreement"), and (ii) those certain promissory notes related
thereto.

         WHEREAS, the Senior Lenders and/or certain of their respective
affiliates heretofore have entered into, and/or may enter into from time to time
hereafter, certain interest rate protection agreements, foreign exchange
contracts, currency swap agreements, commodity purchase or option agreements or
other interest or exchange rate or commodity price hedging agreements or other
similar agreements, designed to protect a Credit Party (as hereinafter defined)
or any of its Subsidiaries against fluctuations in currency or interest rates
(as amended, modified, extended, renewed, restated or replaced from time to
time, the "Hedging Agreements").

         WHEREAS, the Guarantors (including all future subsidiaries of the
Borrower which become a Guarantor under the Senior Credit Agreement by execution
of a Joinder Agreement (as defined in the Senior Credit Agreement)) have
guaranteed all of the obligations of the Borrower to the Senior Lenders under
the Senior Credit Agreement and the Hedging Agreements pursuant to the terms of
Section 4 of the Senior Credit Agreement (the guaranty contained in Section 4 of
the Senior Credit Agreement, as amended, modified, extended, renewed, restated
or replaced from time to time, the "Senior Lender Guarantee").

         WHEREAS, the obligations of the Borrower and the Guarantors
(collectively, the "Credit Parties") under the Senior Credit Agreement, the
Hedging Agreements and the Senior Lender Guarantee are secured, pursuant to the
terms of various mortgages, deeds of trust, deeds to secure debt, security
agreements, pledge agreements and other collateral documents executed by the
Credit Parties in favor of the Senior Agent for the benefit of the Senior
Lenders (collectively, as the same may be amended, supplemented, modified or
replaced from time to time, the "Senior Collateral Documents"), by first liens
on and security interests in, inter alia, (a)

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all or substantially all of the real property, plant, and improvements now owned
or hereafter acquired by the Credit Parties, including without limitation all
material manufacturing facilities owned by the Credit Parties, all as more
specifically described in the Senior Collateral Documents; (b) all or
substantially all of the personal property, now owned or hereafter acquired by
the Credit Parties, including without limitation cash, securities, inventory,
accounts, equipment, goods, documents, and instruments, all as more specifically
described in the Senior Collateral Documents; and (c) all or substantially all
of the intangible property of the Credit Parties, now owned or hereafter
acquired, including without limitation all general intangibles, patents,
trademarks, tax refunds, copyrights and other intangible property, all as more
specifically described in the Senior Collateral Documents (collectively,
together with all proceeds, products, accessions, additions, improvements and
attachments thereto from time to time, including without limitation all
insurance proceeds, shall be referred to herein collectively as the
"Collateral").

         WHEREAS, the Credit Parties have requested that the Senior Agent and
the Senior Lenders enter into that certain amendment to the Senior Credit
Agreement of even date herewith (the "Senior Amendment"), pursuant to which the
Senior Lenders would approve, among other changes to the Senior Credit
Agreement, the Borrower's issuance of up to $125,000,000 10 7/8% Senior Secured
Notes due 2010 (as amended, modified, extended, renewed, restated or replaced
from time to time, together with any notes issued in substitution or exchange
therefor, the "Senior Notes") under the terms of that certain Indenture dated as
of the date hereof (as amended, modified, extended, renewed, restated or
replaced from time to time hereafter, the "Indenture") between the Borrower and
the Trustee, on behalf of each of the holders of the Senior Notes (together with
their successors and assigns, the "Senior Noteholders").

         WHEREAS, the Guarantors (including all future Subsidiaries of the
Borrower which become a party thereto by execution of a Guarantee Supplement (as
defined in the Indenture)) have guaranteed the obligations of the Borrower under
the Senior Notes and the Indenture pursuant to the terms of that certain
Subsidiaries Guarantee dated as of July 22, 2003 (as amended, modified,
extended, renewed, restated or replaced from time to time hereinafter, the
"Senior Note Guarantee").

         WHEREAS, the obligations of the Borrower and the Guarantors under the
Indenture, the Senior Notes and the Senior Note Guarantee are secured pursuant
to the terms of various mortgages, deeds of trust, deeds to secure debt, pledge
agreements, security agreements and other collateral documents executed by the
Credit Parties in favor of the Senior Noteholders (collectively, as the same may
be amended, supplemented, modified or replaced from time to time, the "Second
Lien Collateral Documents") by second liens on and security interests in the
Collateral;

         WHEREAS, the Senior Agent, for itself and on behalf of the Senior
Lenders, and the Senior Noteholders desire to enter into this Agreement to
evidence their agreement with respect to, among other things, the relative
priorities of their respective security interests in and liens on the
Collateral.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and to induce the

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Senior Agent and the Senior Lenders to enter into the Senior Amendment, and to
induce the Senior Noteholders to purchase the Senior Notes, the parties hereto
hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1 Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Recitals of this
Agreement.

         Section 1.2 For purposes of this Agreement, the following terms shall
have the following meanings:

         "Agreement" means this Intercreditor Agreement, as amended,
supplemented or otherwise modified from time to time.

         "Bankruptcy Event" means, the occurrence of any of the following: (a) a
court or governmental agency having jurisdiction in the premises shall enter a
decree or order for relief in respect of any Credit Party or any of its
Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
any Credit Party or any of its Subsidiaries or for any substantial part of its
property or ordering the winding up or liquidation of its affairs; or (b) an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect is commenced against any Credit Party or any of
its Subsidiaries and such petition remains unstayed and in effect for a period
of 60 consecutive days; or (c) any Credit Party or any of its Subsidiaries shall
commence a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or consent to the entry of an order for
relief in an involuntary case under any such law, or consent to the appointment
or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of such Person or any substantial part of its
property or make any general assignment for the benefit of creditors; or (d) any
Credit Party or any of its Subsidiaries shall admit in writing its inability to
pay its debts generally as they become due or any action shall be taken by such
Person in furtherance of any of the aforesaid purposes.

         "Business Day" means any day other than a Saturday, a Sunday, a legal
holiday or a day on which banking institutions are authorized or required by law
or other governmental action to close in San Francisco, California, New York,
New York or the location of the principal office of the Trustee.

         "First Lien Indebtedness" means (a) the collective reference to the
principal of and interest on (including, without limitation, interest accruing
at the then applicable rate provided in the Senior Credit Agreement after the
maturity of the Senior Loans and interest accruing at the then applicable rate
provided in the Senior Credit Agreement after the commencement of any Bankruptcy
Event or like proceeding, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Senior Loans and all
other obligations and liabilities of the Credit Parties to the Senior Lenders or
the Senior Agent under or in connection with the

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Senior Credit Agreement, the Senior Lender Guarantee, the Senior Collateral
Documents or any other loan, credit or collateral document (as the same may be
amended, restated, revised, supplemented or otherwise modified from time to
time) entered into by any Credit Party and relating to the Senior Loans, whether
on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and
disbursements of the Senior Agent and the Senior Lenders and legal counsel to
each of the foregoing that are required to be paid by the Credit Parties
pursuant to the terms of the Senior Credit Agreement, any Senior Collateral
Document, this Agreement or any other loan, credit or collateral document
entered into by any Credit Party and relating to the Senior Loans), (b) the
collective reference to all obligations and liabilities of the Credit Parties
and their Subsidiaries under Hedging Agreements, whether on account of
principal, interest (including, without limitation, interest accruing at the
then applicable rate provided in such Hedging Agreements after the termination
thereof and interest accruing at the then applicable rate provided in such
Hedging Agreements after the commencement of any Bankruptcy Event or like
proceeding, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding), reimbursement obligations, fees, indemnities,
costs, expenses, premiums, scheduled periodic payments, breakage, termination or
other payments, or otherwise (including, without limitation, all fees and
disbursements of the Senior Agent and the providers of such Hedging Agreements
and legal counsel to each of the foregoing that are required to be paid by the
Credit Parties pursuant to the terms of such Hedging Agreements, the Senior
Credit Agreement, any Senior Collateral Document, this Agreement or any other
loan, credit or collateral document entered into by any Credit Party and related
to any such Hedging Agreement) and (c) to the extent not prohibited by the
Indenture, all renewals, extensions, refundings, restructurings, replacements
and other refinancings thereof, whether with the original agent or lenders or
pursuant to the original credit agreement or another credit agreement or
indenture. For purposes of this definition, (a) the principal amount of the
Senior Credit Agreement (including unfunded commitments under the revolving
credit facility thereunder) on the date hereof (after giving effect to the
payment of the term loans thereunder with the proceeds of the Senior Notes) is
$279,500,000, and any increase to the outstanding principal amount of the term
loans thereunder and any increase to the aggregate commitments available to be
drawn under the revolving credit facility thereunder (after giving effect to any
permanent reductions thereto in connection with any asset sales occurring after
the date hereof) shall only constitute First Lien Indebtedness to the extent
such increases are permitted by the Indenture and (b) any obligations and
liabilities under Hedging Agreements entered after the date of this Agreement
shall only constitute First Lien Indebtedness to the extent such Hedging
Agreements are permitted by the Indenture.

         "First Priority Liens" shall have the meaning ascribed to such term in
Section 2.1.

         "Noteholder Documents" means, collectively, the Indenture, the Senior
Notes and the Second Lien Collateral Documents.

         "Paid in Full" or "Payment in Full" means, with respect to the First
Lien Indebtedness, that (a) all First Lien Indebtedness has been paid in full in
cash (and all letter of credit obligations outstanding under the Senior Credit
Agreement have been paid in full in cash or cash collateralized) and satisfied,
(b) the commitments of the Senior Lenders to make loans or other extensions of
credit to the Borrower under the Senior Credit Agreement or any other credit

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document executed in connection therewith have been terminated and (c) all
Hedging Agreements have been terminated.

         "Person" means any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
(whether or not incorporated), or any governmental agency or authority.

         "Required Senior Lenders" means the "Required Lenders", as such term is
defined in the Senior Credit Agreement.

         "Second Lien Indebtedness" means (a) the collective reference to the
principal of and interest on (including, without limitation, interest accruing
at the then applicable rate provided in the Indenture or the Senior Notes after
the maturity of the Senior Notes and interest accruing at the then applicable
rate provided in the Indenture or the Senior Notes after the commencement of any
Bankruptcy Event or like proceeding) the Senior Notes and all other obligations
and liabilities of the Credit Parties to the Trustee or the Senior Noteholders
under or in connection with the Indenture, the Senior Notes, the Senior
Noteholder Guarantee, the Second Lien Collateral Documents or any other note or
collateral document (as the same may be amended, restated, revised, supplemented
or otherwise modified from time to time) entered into by any Credit Party and
relating to the Senior Notes, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of the Trustee and
the Senior Noteholders and legal counsel to each of the foregoing that are
required to be paid by the Credit Parties pursuant to the terms of the
Indenture, any Second Lien Collateral Document, this Agreement or any other note
or collateral document entered into by any Credit Party and relating to the
Senior Notes) and (b) all renewals, extensions, refundings, restructurings and
other refinancings thereof.

         "Second Priority Liens" shall have the meaning ascribed to such term in
Section 2.1.

         "Subsidiary" means, as to any Person, (a) any corporation more than 50%
of whose stock of any class or classes having by the terms thereof ordinary
voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time, any class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person directly or indirectly
through Subsidiaries, and (b) any partnership, limited liability company,
association, joint venture or other entity in which such Person directly or
indirectly through Subsidiaries has more than a 50% equity interest at any time.

                                   ARTICLE II

                      GENERAL LIEN INTERCREDITOR PROVISIONS

         Section 2.1 Agreement with Respect to Liens. The Senior Agent, for
itself, the Senior Lenders and their respective successors and assigns, hereby
acknowledges that the Senior Noteholders have been granted liens on and security
interests in the Collateral pursuant to the Second Lien Collateral Documents.
Each Credit Party, for itself and its successors and assigns,

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covenants and agrees, and the Trustee, for itself, the Senior Noteholders and
their respective successors and assigns, hereby agrees that, to the extent and
in the manner set forth in this Article, all liens now held or hereafter
acquired by Senior Agent or any of the Senior Lenders in any or all of the
Collateral (the "First Priority Liens") to secure the First Lien Indebtedness
shall at all times be prior and senior to any lien now held or hereafter
acquired by the Trustee or any of the Senior Noteholders in the Collateral (the
"Second Priority Liens"). Such priority shall be applicable irrespective of the
time or order of attachment or perfection of any security interest or the time
or order of filing of any financing statements, deeds of trust or other
documents, or any statutes, rules of law, or judicial interpretations to the
contrary. The provisions in this Agreement are for the benefit of and shall be
enforceable directly by the Senior Agent and the Senior Lenders. The Senior
Agent and the Senior Lenders shall be deemed to have entered into the Senior
Amendment in reliance upon this Agreement.

         Section 2.2 Releases; Amendments to Noteholder Documents.

                  (a)      If in connection with:

                           (i)      the exercise of the Senior Agent's remedies
                  in respect of the Collateral provided for in Section 2.3 (but
                  subject to the proviso in the first sentence thereof),
                  including any sale, lease, exchange, transfer or other
                  disposition of such Collateral;

                           (ii)     any sale, lease, exchange, transfer or other
                  disposition of Collateral permitted under the terms of the
                  Senior Credit Agreement (whether or not an event of default
                  under, and as defined therein, has occurred and is continuing)
                  and permitted or not prohibited under Section 4.06 of the
                  Indenture (Limitation on Asset Dispositions); or

                           (iii)    any agreement between the Senior Agent and
                  any Credit Party to release the Senior Agent's lien on any
                  portion of the Collateral or to release any Guarantor from its
                  obligations under its guaranty of the First Lien Indebtedness,
                  unless an event of default exists under the Noteholder
                  Documents or such release would be prevented by Section
                  2.2(a)(ii) above or the event giving rise to the agreement to
                  release Collateral would cause an event of default under the
                  Noteholder Documents other than the general covenant that the
                  Borrower maintain a second priority lien on the Collateral
                  contemplated by the Indenture;

         the Senior Agent, for itself or on behalf of any of the Senior Lenders,
         releases any of its liens on any part of the Collateral (or any
         Guarantor from its obligations under its guaranty of the First Lien
         Indebtedness), the liens, if any, of the Trustee, for itself or for the
         benefit of the Senior Noteholders, on such Collateral (and the
         obligations of such Guarantor under its guaranty of the Second Lien
         Indebtedness) shall be automatically, unconditionally and
         simultaneously released (except as provided in the last sentence of
         Section 2.2(e)) and the Trustee, for itself or on behalf of any such
         Senior Noteholder, shall promptly execute and deliver to the Senior
         Agent or the Borrower such termination statements, releases and other
         documents as the Senior Agent or the Borrower may request to
         effectively confirm such release.

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                  (b)      Provided that the Borrower has certified that there
         is no "Event of Default" under the Indenture and the Trustee has not
         received a notice that an "Event of Default" under the Indenture has
         occurred and is continuing, all of the Second Priority Liens will be
         released if, and for so long as, (i) the First Priority Liens have been
         released and (ii) the First Lien Indebtedness remains unsecured and the
         commitment under the revolving credit facility thereunder (A) continues
         in a minimum amount of $50,000,000 (unless such commitment is
         terminated following an "Event of Default" under such First Lien
         Indebtedness) and (B) had an initial term of no less than 364 days.

                  (c)      In the event the Senior Agent or the Senior Lenders
         enter into any amendment, waiver or consent in respect of any of the
         Senior Collateral Documents for the purpose of adding to, or deleting
         from, or waiving or consenting to any departures from any provisions
         of, any Senior Collateral Document or changing in any manner the rights
         of the Senior Agent, the Senior Lenders, the Borrower or the Guarantors
         thereunder, then such amendment, waiver or consent shall apply
         automatically to any comparable provision of the comparable Second Lien
         Collateral Document without the consent of the Trustee or the Senior
         Noteholders and without any action by the Trustee, the Borrower or any
         Guarantor; provided, however, (i) that no such amendment, waiver or
         consent shall apply automatically to the Second Lien Collateral
         Documents if it (A) shall have the effect of removing assets subject to
         the lien of the Second Lien Collateral Documents, except to the extent
         that a release of such lien is permitted by Section 2.2(a), (B)
         modifies any material remedy provided for under the Second Lien
         Collateral Documents, (C) secures indebtedness or obligations owed in
         favor of any other creditor or group of creditors except as
         contemplated by Section 2.4, or (D) changes the priority of or further
         makes junior the liens created under the Second Lien Collateral
         Documents, except as contemplated by this Agreement, including Section
         2.4 hereof, and the Indenture, and (ii) notice of such amendment,
         waiver or consent shall promptly be given to the Trustee.

                  (d)      The Trustee, for itself and on behalf of the
         Noteholders, hereby irrevocably constitutes and appoints the Senior
         Agent and any officer or agent of the Senior Agent, with full power of
         substitution, as its true and lawful attorney-in-fact with full
         irrevocable power and authority in the place and stead of the Trustee
         or such holder or in the Senior Agent's own name, from time to time in
         the Senior Agent's discretion, for the purpose of carrying out the
         terms of this Section 2.2, to take any and all appropriate action and
         to execute and record any and all documents and instruments which may
         be necessary or desirable to accomplish the purposes of this Section
         2.2, including, without limitation, any financing statements,
         endorsements or other instruments or transfer or release. For purposes
         of exercising the power of attorney granted pursuant to this Section
         2.2(d), the Trustee, on behalf of itself and the Senior Noteholders,
         hereby agrees that the Senior Agent shall be entitled to conclusively
         rely (without independent verification and so long as such reliance
         does not constitute gross negligence or willful misconduct) on the
         officer's certificate required by Section 4.06 of the Indenture
         (Limitation on Asset Dispositions) stating that a sale, lease,
         exchange, transfer or other disposition of Collateral is permitted or
         not prohibited under Section 4.06 of the Indenture (Limitation on Asset
         Dispositions) as evidence that such sale, lease, exchange,

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         transfer or other disposition of Collateral is permitted or not
         prohibited under the Indenture.

                  (e)      Notwithstanding anything to the contrary contained
         herein, in the event that the Senior Agent releases its liens on the
         Collateral because the First Lien Indebtedness has been Paid in Full,
         neither the Trustee nor the Senior Noteholders shall be obligated to
         release their liens on any Collateral owned by the Credit Parties after
         giving effect to such payment and termination (and any sale, transfer
         or other disposition of Collateral occurring in connection therewith);
         provided, however, that in connection with any refinancing or
         replacement of all or any portion of the First Lien Indebtedness prior
         to the occurrence of a Bankruptcy Event, the Trustee, on behalf of each
         Senior Noteholder, shall, if requested by the Borrower or the existing
         or new holders of the First Lien Indebtedness, execute an intercreditor
         agreement substantively similar to this Agreement with the lenders
         under such refinancing or replacement. Furthermore, if the First Lien
         Indebtedness has been Paid in Full in connection with any sale,
         transfer or other disposition of Collateral, the Second Priority Liens
         shall not be automatically released with respect to the proceeds of
         such sale, transfer or other disposition of Collateral which remain
         after the First Lien Indebtedness has been Paid in Full.

                  (f)      Notwithstanding any provision to the contrary
         contained in this Article II, no portion of the Collateral may be
         released from the Second Lien Collateral Documents unless the Borrower
         shall have complied with the provisions of Sections 314(c) and 314(d)
         of the Trust Indenture Act, if applicable, and shall have furnished
         evidence of such compliance (or evidence that no compliance is needed)
         to the Senior Agent and the Trustee.

         Section 2.3 Exercise of Remedies.

                  (a)      So long as the First Lien Indebtedness has not been
         Paid in Full, whether or not a Bankruptcy Event has been commenced by
         or against any Credit Party, and subject to Section 2.4, (i) the
         Trustee and the Senior Noteholders will not (u) exercise or seek to
         exercise any rights or remedies (including setoff) with respect to any
         Collateral, (v) institute any action or proceeding with respect to such
         rights or remedies, including, without limitation, any action of
         foreclosure, (w) contest, protest or object to (1) any foreclosure
         proceeding or action brought by the Senior Agent or any Senior Lender,
         (2) the exercise of any right under any lockbox agreement, control
         agreement, landlord waiver or bailee's letter or similar agreement or
         arrangement to which the Senior Agent or any Senior Lender is a party,
         or (3) any other exercise by any such party, of any rights and remedies
         relating to the Collateral under the Senior Collateral Documents or
         otherwise, (x) object to the forbearance by the Senior Lenders from
         bringing or pursuing any foreclosure proceeding or action or any other
         exercise of any rights or remedies relating to the Collateral, (y)
         except for liens and security interests subject to this Agreement,
         demand, accept or obtain any lien on any Collateral or (z) amend or
         modify the terms of the Second Lien Collateral Documents in a manner
         adverse to the interests of the Senior Agent or the Senior Lenders and
         (ii) the Senior Agent and the Senior Lenders shall have the exclusive
         right to enforce rights, exercise remedies (including, without
         limitation, setoff and the right to credit bid their debt) and make
         determinations regarding release, disposition, or restrictions with
         respect to the Collateral without any consultation

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         with or the consent of the Trustee or any Senior Noteholder; provided,
         however, subject to Section 2.4, the Trustee may take any action not
         adverse to the liens on the Collateral securing the First Lien
         Indebtedness in order to preserve or protect its rights in the
         Collateral. In exercising rights and remedies with respect to the
         Collateral, the Senior Agent and the Senior Lenders may enforce the
         provisions of the Senior Collateral Documents and exercise remedies
         thereunder, all in such order and in such manner as they may determine
         in the exercise of their sole discretion. Such exercise and enforcement
         shall include, without limitation, the rights of an agent or other
         representative appointed by them to sell or otherwise dispose of
         Collateral upon foreclosure, to incur expenses in connection with such
         sale or disposition, and to exercise all the rights and remedies of a
         secured lender under the Uniform Commercial Code of any applicable
         jurisdiction and of a secured creditor under bankruptcy or similar laws
         of any applicable jurisdiction.

                  (b)      The Trustee, on behalf of itself and the Senior
         Noteholders, agrees that it will not take or receive any Collateral or
         any proceeds of Collateral in connection with the exercise of any right
         or remedy (including setoff) with respect to any Collateral, unless and
         until the First Lien Indebtedness has been Paid in Full. Without
         limiting the generality of the foregoing, unless and until the First
         Lien Indebtedness has been Paid in Full, except as expressly provided
         in the proviso in Section 2.3(a)(ii) above and the other terms and
         conditions of this Agreement, the sole right of the Trustee and the
         Senior Noteholders with respect to the Collateral is to hold a lien on
         the Collateral pursuant to the Noteholder Documents for the period and
         to the extent granted therein and to receive a share of the proceeds
         thereof, if any, after the First Lien Indebtedness has been Paid in
         Full.

                  (c)      Subject to the proviso in Section 2.3(a)(ii) above
         and the other terms and conditions of this Agreement, the Trustee, for
         itself or on behalf of the Senior Noteholders, agrees that the Trustee
         and the Senior Noteholders will not take any action that would hinder
         any exercise of remedies undertaken by the Senior Agent under the
         Senior Loan Documents, including any sale, lease, exchange, transfer or
         other disposition of the Collateral, whether by foreclosure or
         otherwise.

                  (d)      To the extent not inconsistent with the terms of this
         Agreement, the Trustee and the Senior Noteholders may exercise rights
         and remedies as an unsecured creditor against the Borrower and its
         Subsidiaries in accordance with the terms of the Noteholder Documents
         and applicable law. Nothing in this Agreement shall prohibit the
         receipt by the Trustee or any Senior Noteholder of the required
         payments of interest and principal so long as such receipt is not the
         direct or indirect result of the exercise by the Trustee or any Senior
         Noteholder of rights or remedies as a secured creditor or enforcement
         of any lien held by any of them in contravention of this Agreement. In
         the event the Trustee or any Senior Noteholder becomes a judgment lien
         creditor in respect of Collateral as a result of its enforcement of its
         rights as an unsecured creditor, such judgment lien shall be junior to
         the liens securing the First Lien Indebtedness on the same basis as the
         other liens securing the Second Lien Indebtedness are so junior to the
         First Lien Indebtedness under this Agreement. Nothing in this Agreement
         modifies any rights

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         or remedies the Senior Agent or the Senior Lenders may have with
         respect to the Collateral.

                  Section 2.4 Intercreditor Arrangements in Bankruptcy.

                  (a)      If any Credit Party shall be subject to any
         Bankruptcy Event, this Agreement shall nevertheless remain in full
         force and effect and enforceable pursuant to its terms, and all
         references herein to any Credit Party shall be deemed to apply to such
         entity as a debtor-in-possession and to any trustee in bankruptcy for
         the estate of such entity.

                  (b)      If in the context of a Bankruptcy Event for any
         Credit Party, the Senior Agent or the Required Senior Lenders, as
         holders of a lien in the Collateral, shall consent to the use of cash
         collateral pursuant to Section 363 of the Bankruptcy Code or other
         applicable law, then the Trustee, on behalf of itself and the Senior
         Noteholders, shall not raise any motion against or objection to such
         use and shall not request adequate protection or any other relief in
         connection therewith (except to the extent permitted by Section
         2.4(f)). If such cash collateral is used for the Payment in Full of the
         First Lien Indebtedness, nothing in this Agreement shall prohibit the
         Trustee, on behalf of itself and the Senior Noteholders, from seeking
         adequate protection other than as set forth in this Section 2.4(b) in
         connection with the use of cash collateral.

                  (c)      If in the context of a Bankruptcy Event for any
         Credit Party, the Senior Agent or the Required Senior Lenders, as
         holders of a lien in the Collateral, shall consent to the Credit
         Parties' incurrence of post-petition financing pursuant to Section 364
         of the Bankruptcy Code or other applicable law ("DIP Financing"), then
         the Trustee, on behalf of itself and the Senior Noteholders, shall not
         raise any motion against or objection to such use and shall not request
         adequate protection or any other relief in connection therewith (except
         to the extent permitted by Section 2.4(f)) and, to the extent the liens
         securing the First Lien Indebtedness are primed by or pari passu with
         the liens securing such DIP Financing, shall consent to the priming of
         its liens in the Collateral by such DIP Financing (and all obligations
         relating thereto). The Trustee on behalf of itself and each Senior
         Noteholder agrees that the Senior Agent and the Senior Lenders (or any
         subgroup thereof) may provide the DIP Financing contemplated by this
         Section 2.4(c).

                  (d)      If in the context of a Bankruptcy Event for any
         Credit Party, the Senior Agent or the Required Senior Lenders, as
         holders of a lien in the Collateral, shall consent to the sale or
         disposition of any assets constituting Collateral free and clear of
         security interests, liens or other claims on such Collateral (including
         any liens of the Senior Agent, the Senior Lenders, the Trustee and the
         Senior Noteholders) pursuant to Section 363 of the Bankruptcy Code or
         other applicable law, the Trustee, for itself or for the benefit of the
         Senior Noteholders, shall not raise any motion against or objection to
         such sale and the Trustee, for itself or on behalf of any such Senior
         Noteholder, promptly shall execute and deliver to the Senior Agent or
         the applicable Credit Party such termination statements, releases and
         other documents as the Credit Party may request to effectively confirm
         such release; provided that the respective interests of the Senior
         Agent and the Senior Lenders, on the one hand, and the Senior
         Noteholders, on the other hand, attach to the proceeds of such
         disposition, or alternatively such proceeds are paid first, to the

                                       10
<PAGE>

         Senior Agent for the benefit of the Senior Lenders to reduce the First
         Lien Indebtedness, and then, to the extent of any surplus, to the
         Trustee, for itself or on behalf of any such Senior Noteholder, for
         application to the Second Lien Indebtedness.

                  (e)      Until the First Lien Indebtedness has been Paid in
         Full, the Trustee, on behalf of itself and the Senior Noteholders,
         agrees that, unless otherwise permitted by this Agreement, none of them
         shall make any motion, claim, objection or argument in respect of the
         Collateral or seek relief from the automatic stay or any other stay in
         any Bankruptcy Event in respect of the Collateral, without the prior
         written consent of the Senior Agent, unless the Senior Agent has taken
         such action and the actions of the Trustee are otherwise consistent
         with this Agreement and the actions of the Senior Agent.

                  (f)      The Trustee, on behalf of itself and the Senior
         Noteholders, agrees that none of them shall contest (or support any
         other Person contesting) (i) any request by the Senior Agent or the
         Senior Lenders for adequate protection or (ii) any objection by the
         Senior Agent or the Senior Lenders to any motion, relief, action or
         proceeding based on the Senior Agent or the Senior Lenders claiming a
         lack of adequate protection. Notwithstanding the foregoing terms of
         this Section 2.4(f), in any Bankruptcy Event, (i) if the Senior Agent
         or the Senior Lenders (or any subset thereof) are granted adequate
         protection in the form of additional collateral (the "Additional
         Collateral") or administrative priority claims in connection with any
         DIP Financing or the use of its cash collateral under section 363 or
         section 364 of the Bankruptcy Code or other applicable law, then the
         Trustee, on behalf of itself or any of the Senior Noteholders, may seek
         or request adequate protection in the form of a replacement lien on,
         and administrative priority claims in connection with, the Additional
         Collateral, which lien and administrative priority claims are junior in
         priority to the liens and administrative priority claims securing the
         First Lien Indebtedness and, to the extent applicable, such DIP
         Financing (and all obligations relating thereto) to the same extent as
         the other liens and administrative priority claims securing the Second
         Lien Indebtedness are so junior in priority to the liens and
         administrative priority claims securing the First Lien Indebtedness
         under this Agreement. Any replacement liens and administrative priority
         claims obtained by the Senior Agent, the Senior Lenders, the Trustee or
         the Senior Noteholders in the context of a Bankruptcy Event shall be
         subject to the terms of this Agreement. If any DIP Financing is used
         for the Payment in Full of the First Lien Indebtedness (whether
         provided pursuant to the last sentence of Section 2.4(c) or otherwise),
         nothing in this Agreement shall prohibit the Trustee, on behalf of
         itself and the Senior Noteholders, from seeking adequate protection
         other than as set forth in this Section 2.4(f) in connection with such
         DIP Financing.

                  (g)      Nothing contained herein shall prohibit or in any way
         limit the Senior Agent or any Senior Lender from objecting in any
         Bankruptcy Event or otherwise to any action taken by the Trustee or any
         of the Senior Noteholders, to the extent such action is inconsistent
         with the terms of this Agreement, including, without limitation, the
         seeking by the Trustee or any Senior Noteholder of adequate protection
         or the asserting by the Trustee or any Senior Noteholder of any of its
         rights and remedies under the Noteholder Documents or otherwise.

                                       11
<PAGE>

                  (h)      The Trustee on behalf of itself and each Senior
         Noteholder agrees that neither the Trustee nor any Senior Noteholder
         will initiate, prosecute, encourage, or assist with any other person to
         initiate or prosecute any claim, action or other proceeding (i)
         challenging the validity or enforceability of this Agreement, (ii)
         challenging the validity, enforceability or unavoidability of any claim
         in respect of the First Lien Indebtedness, (iii) challenging the
         perfection, enforceability or unavoidability of any First Priority
         Liens or (iv) asserting any claims which the Credit Parties may hold
         with respect to the Senior Agent or the Senior Lenders or the First
         Lien Indebtedness, if any. The Senior Agent, for itself and on behalf
         of the Senior Lenders, agrees that it will not initiate, prosecute,
         encourage, or assist with any other person to initiate or prosecute any
         claim, action or other proceeding (i) challenging the validity or
         enforceability of this Agreement, (ii) challenging the validity,
         enforceability or unavoidability of any claim in respect of the Second
         Lien Indebtedness, (iii) challenging the perfection, enforceability or
         unavoidability of any Second Priority Liens or (iv) asserting any
         claims which the Credit Parties may hold with respect to the Senior
         Noteholders or the Second Lien Indebtedness, if any. For the avoidance
         of doubt, the terms of this paragraph shall apply whether or not a
         Bankruptcy Event has occurred and such terms shall survive the
         termination of this Agreement.

                  (i)      The Trustee and each Senior Noteholder shall be
         entitled (A) to file proofs of claim and all necessary responsive or
         defensive pleadings in opposition to any motion, claim, adversary
         proceeding or other pleading made by any person objecting to or
         otherwise seeking the disallowance of the claims of the Trustee or any
         Senior Noteholder, including, without limitation, any claims secured by
         the Collateral; (B) to vote on any plan of reorganization and appear
         and be heard on any matter in connection therewith to the extent not
         inconsistent with this Agreement; and (C) to file all pleadings,
         objections, motions or agreements which assert rights or interests
         available to unsecured creditors of the Credit Parties arising under
         either the Bankruptcy Code or applicable non-bankruptcy law (other than
         any pleadings, objections, motions or agreements inconsistent with its
         obligations under Section 2.4(a)-(h)), including, without limitation,
         motions and other pleadings to terminate the exclusive periods under 11
         U.S.C. Section 1121, motions and other pleadings for the appointment of
         an examiner or a trustee, and motions and other pleadings to confirm or
         deny confirmation of any plan of reorganization. The reference to
         pleadings, objections, motions or agreement which assert rights or
         interests available to unsecured creditors is intended to describe
         actions which may be taken by the Senior Noteholders and does not imply
         that any part of the Second Lien Indebtedness is unsecured, nor will
         the taking of any such actions by any Senior Noteholder create any
         implication or inference that any part of the Second Lien Indebtedness
         is unsecured.

         Section 2.5 Obligations of the Credit Parties Unconditional.

                  (a)      Nothing contained in this Agreement is intended to or
         shall relieve the obligations of the Credit Parties to the Senior
         Agent, the Senior Lenders, the Trustee or the Senior Noteholders to pay
         any amount in respect of the First Lien Indebtedness or the Second Lien
         Indebtedness, as the case may be, as and when such amount shall become
         due and payable in accordance with the terms thereof, or to affect the
         relative rights of the Senior Agent, the Senior Lenders, the Trustee or
         the Senior Noteholders, on the one

                                       12
<PAGE>

         hand, and the other creditors of the Credit Parties, on the other hand.
         All rights, interests, and obligations of the Senior Agent, the Senior
         Lenders, the Trustee, the Senior Noteholders, and the Credit Parties
         hereunder, shall remain in full force and effect irrespective of:

                           (i)      any lack of validity or enforceability of
                  any loan document or any other agreement or instrument
                  relating thereto;

                           (ii)     any change in the time, manner or place of,
                  or in any other term of, all or any of the First Lien
                  Indebtedness or the Second Lien Indebtedness, or any amendment
                  or waiver of or any consent to departure from any provision of
                  the Senior Credit Agreement, the Indenture, or any loan or
                  collateral document relating to either of the foregoing;

                           (iii)    any exchange, release, non-perfection,
                  invalidity, unenforceability or avoidability of any lien or
                  security interest in any Collateral, or any release or
                  amendment or waiver of or consent to departure from any
                  guarantee, for all or any of the First Lien Indebtedness or
                  the Second Lien Indebtedness; or

                           (iv)     any other circumstances which might
                  otherwise constitute a defense available to, or a discharge
                  of, the Credit Parties in respect of the First Lien
                  Indebtedness, or of the Second Lien Indebtedness, in respect
                  of this Agreement.

                  (b)      Nothing contained in this Agreement shall affect or
         excuse the obligation of the Credit Parties to make, or prevent the
         Credit Parties from making, at any time, payment of any amount in
         respect of the First Lien Indebtedness and the Second Lien
         Indebtedness.

         Section 2.6 No Other Beneficiaries. This Agreement and the priority
provisions contained herein are intended only for the benefit of the holders of
First Lien Indebtedness and no other creditor of the Credit Parties. The Credit
Parties will not publish or give to any creditor or prospective creditor of the
Credit Parties any copy, statement or summary (or acquiesce in the publication
or giving of any such copy, statement or summary) as to the second priority of
the lien rights of the Trustee and the Senior Noteholders without also stating
or causing to be stated (in a reasonably apparent manner in the case of any
document) that the second priority status of such lien rights is solely for the
benefit of the holders of First Lien Indebtedness and not for the benefit of any
other creditor of the Credit Parties or the Credit Parties.

         Section 2.7 Rights of Holders of First Lien Indebtedness Not to be
Impaired. No right of any present or future holder of any First Lien
Indebtedness to enforce the priority of the First Priority Liens as herein
provided shall at any time in any way be prejudiced or impaired by any act or
omission in good faith by any such holder, or by any noncompliance by the Credit
Parties with the terms and provisions and covenants herein or in any documents
or instruments supporting or evidencing the Second Lien Indebtedness, regardless
of any knowledge thereof that any such holder of First Lien Indebtedness may
have or otherwise be charged with.

                                       13
<PAGE>

         Section 2.8 Waivers. The Senior Agent and the Senior Lenders shall not
have any liability or duty, of any kind, nature or origin, to the Trustee or any
Senior Noteholder, express or implied, except as set forth in this Agreement.
The Trustee, on behalf of itself and each Senior Noteholder, hereby waives and
releases any claim which it may now or hereafter have against the Senior Agent
and/or any Senior Lender arising out of any and all actions which the Senior
Agent and/or any Senior Lender, in good faith, takes or omits to take, including
without limitation, (a) actions with respect to the creation, perfection or
continuation of liens or security interests in the Collateral and other security
for the First Lien Indebtedness, (b) actions (other than gross negligence or
willful misconduct) with respect to the occurrence of any event of default under
this Agreement, the Senior Credit Agreement, or any other loan or collateral
documents relating to the First Lien Indebtedness, (c) actions with respect to
the foreclosure upon, sale, release, or depreciation of, or failure to realize
upon, any of the Collateral, (d) actions with respect to the collection of any
claim for all or any part of the First Lien Indebtedness from any account
debtor, guarantor or any other party, (e) any other action with respect to the
enforcement of any loan documents relating to the First Lien Indebtedness or the
valuation, use, protection or disposition of the Collateral or any other
security for the First Lien Indebtedness, and (f) the election of the Senior
Agent or any Senior Lender, in any proceeding instituted under Chapter 11 of the
Bankruptcy Code, for application of Section 1111(b) of the Bankruptcy Code.

         Section 2.9 Remedies.

                  (a)      Rights Cumulative. The rights and remedies of the
         Senior Agent and the Senior Lenders under this Agreement, the Senior
         Credit Agreement or any other loan or collateral documents relating to
         the First Lien Indebtedness shall be cumulative and not exclusive of
         any rights or remedies which any of them would otherwise have. In
         exercising such rights and remedies, the Senior Agent and the Senior
         Lenders may be selective and no failure or delay by the Senior Agent or
         the Senior Lenders in exercising any right shall operate as a waiver of
         such right, nor shall any partial or single exercise of any power or
         right preclude its other or further exercise or the exercise of any
         other power or right. The rights and remedies of the Trustee and Senior
         Noteholders under this Agreement, the Indenture, the Second Lien
         Collateral Documents, or any other loan or collateral documents
         relating to the Second Lien Indebtedness shall be cumulative and not
         exclusive of any rights or remedies which any of them would otherwise
         have. In exercising such rights and remedies, subject to the terms of
         this Agreement, the Trustee and the Senior Noteholders may be selective
         and no failure or delay by the Trustee or the Senior Noteholders in
         exercising any right shall operate as a waiver of such right, nor shall
         any partial or single exercise of any power or right preclude its other
         or further exercise or the exercise of any other power or right.

                  (b)      Waiver of Marshalling. Each of the Credit Parties and
         the Trustee, on behalf of itself and the Senior Noteholders, hereby
         waives any right to require marshalling of assets by the Senior Agent
         or the Senior Lenders and any similar rights.

                                       14
<PAGE>

         Section 2.10 Consent to Recording of Second Priority Liens. The Senior
Agent and the Credit Parties each hereby consent to the recording of the Second
Priority Liens from time to time in the appropriate public registries.

         Section 2.11 Insurance. Unless and until the First Lien Indebtedness
has been Paid in Full, the Senior Agent and the Senior Lenders shall have the
sole and exclusive right, subject to the rights of the Borrower and the
Guarantors under the First Lien Collateral Documents, to adjust settlement for
any insurance policy covering the Collateral in the event of any loss thereunder
and to approve any award granted in any condemnation or similar proceeding
affecting the Collateral. Unless and until the First Lien Indebtedness has been
Paid in Full, all proceeds of any such policy and any such award in respect of
the Collateral shall be paid to the Senior Agent for the benefit of the Senior
Lenders to the extent required under the Senior Credit Agreement and thereafter
to the Trustee for the benefit of the Senior Noteholders to the extent required
under the applicable Noteholder Documents and then to the owner of the subject
property or as a court of competent jurisdiction may otherwise direct. If the
Trustee or any Senior Noteholder shall, at any time, receive any proceeds of any
such insurance policy or any such award in contravention of this Agreement, it
shall immediately pay such proceeds over to the Senior Agent in accordance with
the terms of Section 2.2.

         Section 2.12 Senior Agent As Bailee for Perfection of Interest in
Possessory Collateral. The Trustee, on behalf of the Senior Noteholders, hereby
appoints the Senior Agent as the agent for the Trustee and the Senior
Noteholders solely for purposes of perfecting the Trustee's and the Senior
Noteholders' liens on Collateral which is of a type such that perfection of a
lien thereon may be accomplished by possession thereof and to which the Senior
Agent has possession (and the Senior Agent hereby acknowledges such
appointment). In the event all First Lien Indebtedness shall have been Paid in
Full, the Senior Agent shall deliver to the Trustee all such Collateral
remaining in the possession of the Senior Agent, and the Credit Parties hereby
irrevocably authorize any such delivery of Collateral by the Senior Agent. The
obligations of the Senior Agent and the Credit Parties under the preceding
sentence shall survive the termination of this Agreement.

         Section 2.13 Certain Notices. Each of the Senior Agent and Trustee
hereby agrees to use its reasonable best efforts to give written notice to the
other of any declaration of acceleration (as permitted hereunder), event of
default declared in writing by it or, in the case of the Senior Agent,
commencement of any action enforcing its rights or remedies under the Senior
Credit Agreement; provided, however, that failure to give any such notice shall
not result in liability to the Senior Agent, any Senior Lender, the Trustee or
any Senior Noteholder, as the case may be, or modify in any way the terms and
provisions of this Agreement, or otherwise relieve any party of its respective
obligations under this Agreement. No party hereto shall have any obligation to
cure any such default and any payment made or act done by any such party to cure
any such default shall not constitute an assumption of or participation in the
Senior Credit Agreement or the Indenture or the documents executed and delivered
in connection therewith or of any of the respective obligations thereunder.

                                       15
<PAGE>

                                   ARTICLE III

                                  MISCELLANEOUS

         Section 3.1 Successors; Continuing Effect. This Agreement is being
entered into for the benefit of, and shall be binding upon, (i) the Senior Agent
and the Senior Lenders and each of their respective successors and assigns,
including subsequent holders of First Lien Indebtedness, and the term "holders
of First Lien Indebtedness" shall include any such subsequent or additional
holder of First Lien Indebtedness, wherever the context permits, and (ii) the
Trustee and the Senior Noteholders and each of their respective successors and
assigns, including subsequent holders of the Second Lien Indebtedness, and the
term "holders of Second Lien Indebtedness" shall include any such subsequent or
additional holder of Second Lien Indebtedness, wherever the context permits.

         Section 3.2 Further Assurances. (a) The Credit Parties and the Trustee
will, at the expense of the Credit Parties, and at any time and from time to
time, promptly execute and deliver all further instruments and documents, and
take all further action, that Senior Agent may reasonably request in order to
perfect or otherwise protect any right or interest granted or purported to be
granted hereby or to enable the Senior Agent to exercise and enforce its rights
and remedies hereunder, including, without limitation, appropriate amendments to
financing statements executed by the Credit Parties in favor of the Trustee in
order to refer to this Agreement (but this Agreement shall remain fully
effective notwithstanding any failure to execute any additional documents or
instruments). Without limiting the generality of the foregoing, in connection
with any refinancing or replacement of all or any portion of the First Lien
Indebtedness, the Trustee agrees, if requested by the holders of the First Lien
Indebtedness, to execute an intercreditor agreement substantively similar to
this Agreement with the lenders under such refinancing or replacement.

         (b)      Each party hereto will, upon the written request of the other
party, from time to time execute and deliver or cause to be executed and
delivered such further instruments and agreements and do or cause to be done
such further acts, including an accounting of the application of proceeds from
the Collateral, as may be reasonably necessary or proper to carry out more
effectively the provisions of this Agreement. Upon written request, the Senior
Agent shall provide the Trustee with copies of all Senior Collateral Documents
in effect at the time of such request; provided, however, that the Trustee
acknowledges the delivery of all or substantially all of the Senior Collateral
Documents in effect as of the date of this Agreement.

         Section 3.3 Expenses. The Credit Parties shall pay to the Senior Agent,
the Senior Lenders, the Senior Noteholders and the Trustee, as the case may be,
upon demand, the amount of any and all reasonable expenses, including, without
limitation, the reasonable fees and expenses of counsel for the Senior Agent,
the Senior Lenders, the Senior Noteholders and the Trustee, as the case may be,
which any of them may incur from time to time in connection with the exercise or
enforcement of any of their respective rights or interests vis-a-vis the Credit
Parties, the Collateral, or under this Agreement. All such amounts shall
constitute part of the First Lien Indebtedness or the Second Lien Indebtedness,
as the case may be.

                                       16
<PAGE>

         Section 3.4 Notices; Amendments etc.

                  (a)      All notices, requests and demands to or upon the
         parties to this Agreement to be effective shall be in writing
         (including by facsimile or telecopy transmission) and shall be deemed
         to have been duly given or made (i) when delivered by hand or (ii)
         three Business Days after being deposited in the mail, postage prepaid
         or (iii) one Business Day after being sent by priority overnight mail
         with an internationally recognized overnight delivery carrier or (iv)
         if by telecopy or facsimile, when received, at the addresses or
         transmission numbers for notices set forth on the signature pages to
         this Agreement or to such other address or transmission number as may
         be hereafter notified in writing by the respective parties hereto.

                  (b)      This Agreement may be amended and the terms hereof
         may be waived only with the written consent of each of the parties
         hereto, or their authorized successors and assigns.

         Section 3.5 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or invalidity without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

         SECTION 3.6 WAIVER OF JURY TRIAL. EACH OF THE CREDIT PARTIES, THE
SENIOR AGENT (FOR ITSELF AND ON BEHALF OF THE SENIOR LENDERS) AND THE TRUSTEE
(FOR ITSELF AND ON BEHALF OF THE SENIOR NOTEHOLDERS) HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

         Section 3.7 Entire Agreement; Governing Law. This Agreement embodies
the entire agreement and understanding of the parties hereto regarding the
subject matter hereof. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

         Section 3.8 Counterparts. This Agreement may be executed in any number
of counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute one agreement.

         Section 3.9 Headings. The headings of the several sections in this
Agreement are inserted for convenience of reference only and are not intended to
be a part of or to affect the meaning or interpretation of this Agreement.

         Section 3.10 Termination. Upon the ninety-first (91st) day after all
First Lien Indebtedness has been Paid in Full, this Agreement shall immediately
terminate and cease to be effective and the Senior Agent, the Senior Lenders,
the Senior Noteholders, the Trustee, and the Credit Parties shall be released
from their respective obligations hereunder (other than such obligations that by
their terms are stated to survive the termination of this Agreement); provided,
however, (a) this Agreement shall be automatically reinstated if at any time
payment of, in whole

                                       17
<PAGE>

or in part, any of the First Lien Indebtedness is challenged by the initiation
of any suit or proceeding by any party, or is rescinded or must otherwise be
restored or returned by the Senior Agent or any Senior Lender as a preference,
fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar
law, or under any other state or federal law, the common law or any ruling in
equity, all as though such payment had not been made, and in such event, all
reasonable documented costs and expenses including, without limitation, any
reasonable documented legal fees and disbursements) incurred by the Senior Agent
or any Senior Lender in defending any such action or proceeding or enforcing
such reinstatement shall be deemed included as part of the First Lien
Indebtedness and the Trustee and the Senior Noteholders shall account for any
payments received in respect of the Collateral prior to such reinstatement and
(b) immediately after all First Lien Indebtedness has been Paid in Full, the
terms of this Agreement shall no longer be applicable to restrict any action or
failure to act by the Trustee and the Senior Noteholders with respect to the
Collateral, subject to the immediately preceding clause (a) and the Senior Agent
shall execute and deliver such documents, filings and releases as may reasonably
requested by the Trustee to evidence the release of the First Priority Liens.

         Section 3.11. Compliance with Trust Indenture Act. Nothing contained
herein shall impair the ability of the Trustee to take any action necessary to
comply with any obligations imposed under applicable law, including without
limitation, the Trust Indenture Act.

               [Remainder of this page intentionally left blank.]

                                       18
<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed and delivered by their duly authorized officers as of the date and
year first above written.

                                    BANK OF AMERICA, N.A.,
                                    as Senior Agent

                                    By:    /s/ Liliana Claar
                                    Name:  Liliana Claar
                                    Title: Vice President

                                    WELLS FARGO BANK MINNESOTA,NATIONAL
                                    ASSOCIATION, as Trustee

                                    By:    /s/ Jane Schweiger
                                    Name:  Jane Schweiger
                                    Title: Vice President

Acknowledged and Agreed:

                                    UNITED STATES CAN COMPANY,
                                    a Delaware corporation

                                    By:    /s/ Sandra K. Vollman
                                    Name:  Sandra K. Vollman
                                    Title: Sr. VP and CFO

                                    U.S. CAN CORPORATION,
                                    a Delaware corporation

                                    By:    /s/ Sandra K. Vollman
                                    Name:  Sandra K. Vollman
                                    Title: Sr. VP and CFO

                                    USC MAY VERPACKUNGEN HOLDING INC.,
                                    a Delaware corporation

                                    By:    /s/ Sandra K. Vollman
                                    Name:  Sandra K. Vollman
                                    Title: Sr. VP and CFO

LIEN INTERCREDITOR AGREEMENT
UNITED STATES CAN COMPANY