RECEIVABLES PURCHASE AGREEMENT


     RECEIVABLES PURCHASE AGREEMENT dated as of January 26, 2001, as amended and
restated  as of  May  7,  2001  (this  "Agreement")  among  CROWN  CORK  &  SEAL
RECEIVABLES (DE) CORPORATION,  a Delaware corporation (the "Seller"), CROWN CORK
& SEAL COMPANY  (USA),  INC., a Delaware  corporation  ("Crown  (USA)"),  as the
initial  Servicer  (as  hereinafter  defined),  the banks  and  other  financial
institutions listed on the signature pages hereof as the Initial Purchasers (the
"Initial  Purchasers")  and  CITIBANK,  N.A.,  a  national  banking  association
("Citibank"),  as administrative  agent (the "Agent") for the Purchasers and the
other Owners (as hereinafter defined).

     PRELIMINARY STATEMENTS:

     (1) The parties hereto have entered into a Receivables  Purchase  Agreement
dated as of January  26, 2001 (such  Receivables  Purchase  Agreement  being the
"Existing Receivables Purchase Agreement").

     (2) The  parties  hereto  have  agreed to amend and  restate  the  Existing
Receivable Purchase Agreement for the purpose of, among other things,  including
Crown Cork & Seal Canada Inc., a corporation  organized  and existing  under the
laws of Ontario,  Canada,  as an Originator and providing for the Receivables to
include Canadian Dollar denominated Receivables of Crown Cork & Seal Canada Inc.

     (3) Certain terms which are  capitalized and used throughout this Agreement
(in addition to those defined above) are defined in Article I of this Agreement.

     (4) The Seller will from time to time  purchase or  otherwise  acquire from
the Originators  Pool  Receivables in which the Seller intends to sell interests
referred to herein as Receivable Interests.

     (5)  The  Purchasers  may at any  time  and  from  time  to  time  purchase
Receivable Interests from the Seller.

     (6) In  consideration  of the  reinvestment  in Pool  Receivables  of daily
Collections  (other  than  with  regard  to  accrued  Yield  and  Servicer  Fee)
attributable  to a  Receivable  Interest,  the Seller will sell to each Owner of
such Receivable Interest additional interests in the Pool Receivables as part of
such Receivable Interest until such reinvestment is terminated.

     (7) Crown  (USA) has been  requested  and is willing to act as the  initial
Servicer.

     (8) Citibank has been requested and is willing to act as the Agent.



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     NOW, THEREFORE,  in consideration of the premises, the parties hereto agree
that,  effective as of the Effective  Date,  the Existing  Receivables  Purchase
Agreement is amended and restated as follows:


                                   ARTICLE I

                                  DEFINITIONS

     SECTION 1.01. Certain Defined Terms.
     -----------------------------------
     As used in this  Agreement,  the  following  terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

     "Advance  Billings" means, in respect of any Obligor,  the aggregate amount
invoiced for the sale of goods by any Originator to such Obligor before delivery
of such goods.

     "Adverse  Claim"  means  a lien,  security  interest  or  other  charge  or
encumbrance, or other type of preferential arrangement.

     "Affiliate"  means as to any Person,  any other  Person  that,  directly or
indirectly,  is in control of, is controlled by or is under common  control with
such Person.

     "Affiliated  Obligor"  means any Obligor  which is an  Affiliate of another
Obligor.

     "Agent's  Account" means the deposit  account of the Agent (account  number
38858061, ABA 02100089, Reference: Crown) maintained with Citibank at its office
at 399 Park Avenue,  New York, New York 10043,  Attention:  Anne Marie Povco, or
such other  account as the Agent  shall  specify in writing to the  Seller,  the
Servicer and the Purchasers.

     "Applicable  Margin" means, for the Base Rate, 1.50% per annum and, for the
Eurodollar Rate, 3.00% per annum.

     "Applicable  Reserve"  means,  for any Receivable  Interest at any date, an
amount equal to
                                  (NRPB x RP)

     where:

     NRPB = the Net  Receivables  Pool  Balance at the close of  business of the
            Servicer on such date.

     RP   = the  Reserve  Percentage  at the close of  business of  the Servicer
            on such date.

     "Assignee"  means  (i) in the  case  of any  assignment  of any  Receivable
Interest or portion thereof pursuant to Section 9.01,  Citibank or any Purchaser
or any of  their  respective  Affiliates  as the  assignee  of  such  Receivable
Interest or such  portion and (ii) in the case of any  assignment  of any rights
and obligations  pursuant to Section 9.03, any Eligible Assignee as the assignee
of such rights and obligations.


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     "Assignment"  means an assignment,  in substantially  the form of Exhibit A
hereto, by which a Receivable Interest may be assigned pursuant to Section 9.01.

     "Assignment  and  Acceptance"  means  an  assignment  and  acceptance,   in
substantially the form of Exhibit B hereto, entered into by any Purchaser and an
Assignee pursuant to Section 9.03.

     "Base  Rate"  means a  fluctuating  interest  rate per annum as shall be in
effect  from time to time,  which rate per annum  shall at all times be equal to
the rate of interest  announced publicly by Citibank in New York, New York, from
time to time as Citibank's base rate.

     "Business Day" means any day (other than a Saturday or Sunday) on which (i)
banks  are not  authorized  or  required  to  close  in New  York,  New  York or
Philadelphia,  Pennsylvania  and  (ii)  if the  term  "Business  Day" is used in
connection  with the  Eurodollar  Rate,  dealings in United  States  dollars are
carried on in the London interbank market.

     "Canadian Dollars" means the lawful currency of Canada.

     "Canadian  Originator"  means Crown Cork & Seal Canada Inc., a  corporation
organized and existing under the laws of Ontario, Canada.

     "Canadian  Receivable"  means  each  Receivable  which  is  denominated  in
Canadian Dollars and which was originated by the Canadian Originator.

     "Capital" means, in respect of any Receivable Interest, the original amount
paid to the Seller for such  Receivable  Interest at the time of its acquisition
by the Purchasers  pursuant to Sections 2.01 and 2.02, reduced from time to time
by Collections  received and distributed on account of such Capital  pursuant to
Section 2.05 or 2.06; provided, however, that if such Capital of such Receivable
Interest  shall  have  been  reduced  by  any  distribution  of any  portion  of
Collections and thereafter  such  distribution is rescinded or must otherwise be
returned  for any reason,  such  Capital of such  Receivable  Interest  shall be
increased by the amount of such  distribution,  all as though such  distribution
had not been made.

     "Certificate"  means a certificate  of  assignment  dated as of January 26,
2001 as amended and  restated  as of the  Effective  Date,  by the Seller to the
Agent on behalf of the Owners, in the form of Exhibit C hereto,  evidencing each
Receivable Interest of the Owners.


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     "Change of Control" means the  occurrence of any of the following:  (a) any
Person or two or more Persons  acting in concert,  other than a trustee or other
fiduciary  holding  securities under an employee benefit plan of the Parent or a
corporation owned, directly or indirectly,  by the Parent or by the stockholders
of the Parent in substantially  the same proportions as their ownership of stock
of the Parent  (e.g.,  a holding  company  reorganization),  shall have acquired
beneficial  ownership  (within the meaning of Rule 13d-3 of the  Securities  and
Exchange  Commission  under the  Securities  Exchange Act of 1934),  directly or
indirectly,  of Voting Interests of the Parent (or other securities  convertible
into such Voting Interests of the Parent (or other  securities  convertible into
such Voting Interests)  representing 50% or more of the combined voting power of
all Voting  Interests  of the Parent;  or (b) any Person or two or more  Persons
acting in concert shall have  acquired by contract or  otherwise,  or shall have
entered into a contract or arrangement that, upon  consummation,  will result in
its or their  acquisition of the power to exercise,  directly or  indirectly,  a
controlling  influence over the management or policies of the Parent; or (c) the
Parent, or a corporation owned,  directly or indirectly,  by the stockholders of
the Parent in substantially  the same proportions as their ownership of stock of
the Parent,  shall  cease to own,  directly  or  indirectly,  100% of the Equity
Interests  in Crown (USA) or any other  Originator  unless,  in the case of such
other  Originator,  such  Originator is, upon at least five Business Days' prior
written  notice to the Agent,  sold by the Parent and thereupon  ceases to be an
Originator  hereunder  without  causing an Event of  Termination  or a Potential
Event of Termination to occur.

     "Citibank" has the meaning  assigned to that term in the recital of parties
hereto.

     "Citibank  Rate"  means,  for any  Settlement  Period  for  any  Receivable
Interest,  an interest  rate per annum  equal,  at the  Seller's  election  upon
written  notice to the Agent,  given not later  than  11:00 A.M.  (New York City
time) on the third  Business Day (in the case of the Citibank  Rate  computed by
reference  to the  Eurodollar  Rate)  or the  Business  Day (in the  case of the
Citibank  Rate computed by reference to the Base Rate) prior to the first day of
such  Settlement  Period,  to (a) in the case of the Citibank  Rate  computed by
reference to the Eurodollar  Rate,  the sum of (i) the Eurodollar  Rate for such
Settlement  Period plus (ii) the Applicable  Margin for the Eurodollar Rate, and
(b) in the case of the Citibank Rate computed by reference to the Base Rate, the
sum of (i) the Base  Rate in effect  from time to time plus (ii) the  Applicable
Margin for the Base Rate (or,  if no such  notice is given,  the sum of the Base
Rate in effect from time to time plus the Applicable  Margin for the Base Rate);
provided, however, that:

     (i) in the case of any such  Settlement  Period of one to and  including 21
     days, the "Citibank  Rate" for such  Settlement  Period for such Receivable
     Interest  shall be an interest  rate per annum equal to the sum of the Base
     Rate in effect  from time to time plus the  Applicable  Margin for the Base
     Rate;

     (ii) if either (A) the  introduction of or any change after the date hereof
     in or in  the  interpretation  of any  law  or  regulation  shall  make  it
     unlawful, or any central bank or other governmental  authority asserts that
     it is unlawful,  for any Owner of such Receivable  Interest to obtain funds
     in the London  interbank  market  during  such  Settlement  Period,  or (B)
     Citibank is unable for any reason to establish its Eurodollar Rate for such
     Settlement  Period, or (C) the Eurodollar Rate will not adequately  reflect
     the cost to the Required  Purchasers of making a Purchase of or maintaining
     such Receivable  Interest during such Settlement Period, then the "Citibank
     Rate" for such Settlement  Period for such Receivable  Interest shall be an
     interest  rate per annum  equal to the sum of the Base Rate in effect  from
     time to time  plus  the  Applicable  Margin  for the Base  Rate;  provided,
     however,  that  the  Agent  (with  the  consent  or at the  request  of the
     Purchasers)  and the Seller  may agree in writing  from time to time upon a
     different "Citibank Rate"; and


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<PAGE>



     (iii)  upon  the  occurrence  and  during  the  continuance  of an Event of
     Termination,  the "Citibank  Rate" shall be the sum of applicable  interest
     rate per annum  determined  pursuant to the provisions set forth above plus
     2.00% per annum.

     "Closing Date" means the date of the initial Purchase hereunder.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time.

     "Collections"  means,  with  respect  to  any  Pool  Receivable,  all  cash
collections and other cash proceeds of such Pool Receivable,  including, without
limitation,  (i) all cash proceeds of the Related  Security with respect to such
Pool Receivable and (ii) any Collections of such Pool Receivable  deemed to have
been received, and actually paid, pursuant to Section 2.07.

     "Commitment" means (i) in respect of each Initial Purchaser, the amount set
forth as the  "Commitment"  under  the  name of such  Initial  Purchaser  on the
signature  pages  hereto  and (ii) in respect of each  Purchaser  that  became a
Purchaser by entering into an Assignment and Acceptance, the amount set forth as
the  "Commitment"  for such  Purchaser in the Register  maintained  by the Agent
pursuant to Section 9.03(c),  in the case of clauses (i) and (ii) as such amount
may be  reduced  from  time to  time  as the  result  of any  assignment  of any
Commitment  or any portion  thereof  pursuant to Section  9.03 or may be reduced
from time to time pursuant to Section 2.03.

     "Commitment Fee" has the meaning specified in Section 2.09.

     "Commitment Termination Date" means the earlier of (i) December 8, 2003 and
(ii) the date of termination in whole of the aggregate  Commitments  pursuant to
Section 2.03 or 7.01.

     "Concentration  Limit" for any Obligor means (i) so long as such  Obligor's
long-term senior  unsecured and  unguaranteed  debt securities shall be rated at
least B by S&P and B2 by  Moody's,  $25,000,000  or the  Equivalent  in Canadian
Dollars in the case of any Obligor of a Canadian Receivable, and (ii) so long as
such Obligor's long-term senior unsecured and unguaranteed debt securities shall
not be rated at least B by S&P and B2 by Moody's,  $15,000,000 or the Equivalent
in  Canadian  Dollars  in the  case of any  Obligor  of a  Canadian  Receivable;
provided,  however,  that in the case of an Obligor with any Affiliated Obligor,
the  Concentration  Limit  shall  be  calculated  as if such  Obligor  and  such
Affiliated Obligor are one Obligor.

     "Consent and  Agreement"  means a consent and  agreement  dated January 26,
2001, as amended and restated as of the date hereof,  in substantially  the form
of Exhibit G hereto,  with  respect  to the  Receivables  Contribution  and Sale
Agreement, duly executed by the Seller and each Originator.


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<PAGE>


     "Contract" means an agreement  between any Originator and an Obligor in any
written form acceptable to such  Originator,  or in the case of any open account
agreement  as evidenced by one of the forms of invoices set forth in Schedule IV
hereto or  otherwise  approved  by the Agent from time to time  (which  approval
shall not be  unreasonably  withheld),  pursuant to or under which such  Obligor
shall be obligated to pay for goods or services from time to time.

     "Corporate  Allowances"  means,  in respect of any Obligor,  the  aggregate
amount of  corporate  allowances  owed by any  Originator  or the Seller to such
Obligor with respect to Receivables of such Obligor.

     "Credit and Collection  Policy" means those credit and collection  policies
and practices in effect on the date hereof relating to Contracts and Receivables
and described in Schedule II hereto, as modified from time to time in compliance
with Section 5.03(c).

     "Credits  In Past Due"  means,  in respect of any  Obligor,  the  aggregate
amount of credits that shall have been given by any  Originator or the Seller in
favor of such Obligor in respect of Defaulted Receivables of such Obligor.

     "Currency  Reserve" means 1.5, times (i) the highest percentage change from
the first day of one month to the first day of the next month for the  preceding
12 month period in the quoted spot rate at which the Agent's principal office in
New York City  offers to  exchange  Canadian  Dollars for US Dollars in New York
City prior to 4:00 P.M. (New York City time) on such day, multiplied by (ii) the
Equivalent  in US  Dollars of the  aggregate  principal  amount of all  Canadian
Receivables as set forth in the most recent Seller Report.

     "Daily  Report" means a report,  in  substantially  the form of Exhibit D-3
hereto,  furnished  by the  Servicer  to the Agent for the  Owners  pursuant  to
Section 2.07.

     "Daily  Settlement  Date"  means,  for  each  Settlement  Period  for  each
Receivable  Interest,  each Business Day during such Settlement  Period on which
the  Servicer  shall be required to set aside and hold in trust for the Owner of
each Receivable Interest any amount of Collections of Pool Receivables  pursuant
to clause (i)(B) of Section 2.05(a).

     "Debt"  means  (i)  indebtedness  for  borrowed  money,   (ii)  obligations
evidenced  by  bonds,  debentures,  notes or other  similar  instruments,  (iii)
obligations  to pay the deferred  purchase  price of property or services  other
than accounts  payable  arising in the ordinary  course of business that are not
outstanding for more than 60 days after first becoming due, (iv)  obligations as
lessee under leases which shall have been or should be, in accordance with GAAP,
recorded  as  capital  leases,  and (v)  obligations  under  direct or  indirect
guaranties in respect of, and obligations  (contingent or otherwise) to purchase
or otherwise acquire,  or otherwise to assure a creditor against loss in respect
of,  indebtedness  or  obligations of others of the kinds referred to in clauses
(i) through (iv) above.


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<PAGE>


     "Defaulted Receivable" means a Receivable:

          (i) as to which any payment,  or part thereof,  remains  unpaid for 61
          days or more from the original due date for such  payment;

          (ii) as to which the  Obligor  thereof or any other  Person  obligated
          thereon or owning any Related  Security  in respect  thereof has taken
          any action,  or suffered any event to occur,  of the type described in
          Section 7.01(g); or

          (iii) which,  consistent with the Credit and Collection Policy, should
          be  written   off  the   Seller's   or  any   Originator's   books  as
          uncollectible.

     "Designated Obligor" means, at any time, each Obligor;  provided,  however,
that any Obligor  shall cease to be a  Designated  Obligor  upon three  Business
Days'  notice by the Agent to the Seller  given in  accordance  with the Agent's
then  current  credit  guidelines  and with the consent or at the request of the
Required Purchasers.

     "Effective Date" means the date on which the conditions precedent set forth
in Section 3.03 are satisfied.

     "Eligible  Assignee"  means  (i)  each  Initial  Purchaser  or  any  of its
Affiliates,  and (ii) any commercial bank, finance company, insurance company or
other  financial  institution or any other Person,  in each case approved by the
Agent and the Seller  (which  approval  shall not be  unreasonably  withheld  or
delayed);  provided,  however, that neither an Originator nor the Seller nor any
of their respective Affiliates may be an Eligible Assignee.

     "Eligible Receivable" means, at any time and with respect to any Receivable
Interest,  only such  Receivables of the Seller as the Agent, in accordance with
its then current  credit  guidelines,  shall from time to time elect to consider
Eligible  Receivables  for purposes of this Agreement,  it being  understood and
agreed by the parties hereto that,  none of the following  Receivables  shall be
Eligible Receivables:

          (i) Any  Receivable the Obligor of which is an Affiliate of any of the
          parties hereto;

          (ii) Any  Receivable  the  Obligor of which at the time of the initial
          creation  of  any  interest  therein  hereunder  is  not a  Designated
          Obligor;

          (iii) Any  Receivable  the Obligor of which at the time of the initial
          creation  of an  interest  therein  hereunder  is the  Obligor  of any
          Defaulted  Receivables in the aggregate amount of more than 50% of the
          aggregate Outstanding Balance of all Pool Receivables of such Obligor;

          (iv) Any  Receivable  which at the time of the initial  creation of an
          interest therein hereunder is a Defaulted Receivable;

          (v) Any Receivable  (other than a Canadian  Receivable) the Obligor of
          which is not a United States resident,  or any Canadian Receivable the
          Obligor of which is not a Canadian resident;


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          (vi) Any Receivable, other than a Pre-Season Deferred Receivable, that
          is not  required  to be paid in full  within 150 days of the  original
          invoice date therefor;

          (vii)  Any  Pre-Season   Deferred  Receivable  that  at  the  time  of
          determination is not required to be paid in full within 150 days after
          such time;

          (viii)  Any  Receivable  that  does  not  arise  from  the sale by any
          Originator of inventory in the ordinary course of business; or

          (ix) Any  Receivable  denominated  in a currency other than US Dollars
          or, in the case of Canadian Receivables only, Canadian Dollars.

     "Equity  Interest"  means,  with  respect to any Person,  shares of capital
stock of (or other  ownership or profit  interests  in) such  Person,  warrants,
options or other rights for the purchase or other  acquisition  from such Person
of shares of capital stock of (or other  ownership or profit  interests in) such
Person,  securities convertible into or exchangeable for shares of capital stock
of (or other ownership or profit  interests in) such Person or warrants,  rights
or options for the purchase or other acquisition from such Person of such shares
(or such other  interests),  and other  ownership  or profit  interests  in such
Person (including,  without limitation,  partnership,  member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options,  rights or other interests are authorized or otherwise  existing on any
date of determination.

     "Equivalent"  in US  Dollars  of  Canadian  Dollars  on any date  means the
equivalent in US Dollars of Canadian  Dollars  determined  using the quoted spot
rate at which the Agent's  principal  office in New York City offers to exchange
US Dollars for  Canadian  Dollars in New York City prior to 4:00 p.m.  (New York
City time) on such date, and the  "Equivalent" in Canadian Dollars of US Dollars
on any date means the  equivalent in Canadian  Dollars of US Dollars  determined
using the quoted  spot rate at which the  Agent's  principal  office in New York
City offers to exchange  Canadian  Dollars for US Dollars in New York City prior
to 4:00 p.m. (New York City time) or such date.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time, and the  regulations  promulgated  and rulings issued
thereunder.

     "ERISA  Affiliate"  means any Person that for purposes of Title IV of ERISA
is a member of the Seller's  controlled  group, or under common control with the
Seller, within the meaning of Section 414 of the Code.

     "Eurodollar  Rate" means, for any Settlement  Period,  an interest rate per
annum equal to the rate per annum obtained by dividing (i) the rate per annum at
which deposits in U.S.  dollars are offered by the principal  office of Citibank
in London,  England to prime banks in the London  interbank market at 11:00 A.M.
(London time) two Business Days before the first day of such  Settlement  Period
in an amount  substantially equal to the Capital associated with such Settlement
Period for a period equal to such Settlement  Period by (ii) a percentage  equal
to 100% minus Citibank's  Eurodollar  Reserve  Percentage (as defined below) for
such  Settlement  Period.  Citibank's  "Eurodollar  Reserve  Percentage" for any
Settlement Period means the reserve percentage applicable during such Settlement
Period under  regulations  issued from time to time by the Board of Governors of
the Federal  Reserve  System (or, if more than one such  percentage  shall be so
applicable,  the  daily  average  of such  percentages  for  those  days in such
Settlement  Period during which any such percentage  shall be so applicable) for
determining the maximum reserve requirement (including,  but not limited to, any
emergency,  supplemental or other marginal reserve  requirement) for Citibank in
respect  of  liabilities  or  assets  consisting  of or  including  eurocurrency
liabilities  (as that term is defined in  Regulation D of the Board of Governors
of the  Federal  Reserve  System as in effect  from time to time)  having a term
equal to such Settlement Period.


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     "Events of Termination" has the meaning specified in Section 7.01.

     "Existing Credit  Facilities" means the facilities made available under the
Credit  Agreement  dated as of February  4, 1997 as amended  and  restated as of
March 1,  2001  among the  Parent,  certain  subsidiaries  of the  Parent  party
thereto,  The  Chase  Manhattan  Bank,  a  New  York  banking  corporation,   as
administrative  and  collateral  agents,  and  the  banks  and  other  financial
institutions from time to time party thereto.

     "Existing  Receivables  Purchase  Agreement"  has the meaning  specified in
Preliminary Statement (1) of this Agreement.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate per
annum equal for each day during such period to the weighted average of the rates
on overnight  Federal  funds  transactions  with members of the Federal  Reserve
System arranged by Federal funds brokers, as published for such day (or, if such
day is not a Business Day, for the next  preceding  Business Day) by the Federal
Reserve Bank of New York,  or, if such rate is not so published for any day that
is a  Business  Day,  the  average  of the  quotations  for  such  day for  such
transactions  received  by  the  Agent  from  three  Federal  funds  brokers  of
recognized standing selected by it.

     "Fee Letter" means the fee letter agreement dated January 3, 2001 among the
Parent,  Citibank and Salomon  Smith  Barney Inc.,  as the same may from time to
time be amended, supplemented or otherwise modified.

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

     "Indemnified Amounts" has the meaning specified in Section 10.01.

     "Indemnified  Party" means any or all of the Purchasers,  the Assignees and
the Agent and their  respective  Affiliates and successors and assigns and their
respective  officers,  directors,   managers,  managing  members,  partners  and
employees.

     "Initial Capital" means, in respect of each Initial  Purchaser,  the amount
set forth as the "Initial  Capital" under the name of such Initial  Purchaser on
the signature pages hereto.


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<PAGE>

     "Intercreditor  Agreement" means the Intercreditor  Agreement,  dated as of
March 1, 2001, a copy of which is attached as Exhibit K hereto, among the Agent,
the Parent, the Seller, each Originator (other than the Canadian Originator) and
The Chase  Manhattan  Bank, as  administrative  and  collateral  agent under the
Existing  Credit  Facilities,  as the  same may  from  time to time be  amended,
supplemented or otherwise  modified in accordance with the terms thereof and the
second proviso to the first sentence of Section 11.01.

     "Investment"  in any Person means any loan or advance to such  Person,  any
purchase or other  acquisition of any capital stock or other ownership or profit
interest,  warrants,  rights,  options,  obligations or other securities of such
Person, any capital  contribution to such Person or any other investment in such
Person.

     "Liquidation Day" means, for any Receivable  Interest,  either (i) each day
during  any  Settlement  Period  for  such  Receivable  Interest  on  which  the
conditions  set forth in Section  3.02 are not  satisfied  (and such  failure of
conditions  is not  waived  by the  Required  Purchasers),  provided  that  such
conditions  are also not satisfied (and such failure of conditions is not waived
by the Required Purchasers) on any succeeding day during such Settlement Period,
or (ii)  each  day  which  occurs  on or  after  the  Termination  Date for such
Receivable Interest.

     "Liquidation  Fee" means,  for each Receivable  Interest for any Settlement
Period  during which the Citibank  Rate therefor is computed by reference to the
Eurodollar Rate and during which any Liquidation Day or the Termination  Date or
any Daily Settlement Date for such Receivable  Interest occurs,  the amount,  if
any, by which (i) the additional Yield  (calculated  without taking into account
any Liquidation Fee or any shortened  duration of such Settlement Period ) which
would have  accrued on the  reductions  of Capital of such  Receivable  Interest
during  such  Settlement  Period if such  reductions  had  remained  as Capital,
exceeds  (ii) the  income,  if any,  received  by the  Owner of such  Receivable
Interest from such Owner's investing the proceeds of such reductions of Capital.

     "Lock-Box Account" means a deposit account (including,  without limitation,
any  concentration  account)  maintained  at a Lock-Box  Bank for the purpose of
receiving Collections.

     "Lock-Box  Agreement"  means an  agreement,  in  substantially  the form of
Exhibit E hereto,  between any Originator or the Seller, as the case may be, and
a Lock-Box Bank.

     "Lock-Box  Bank" means any of the banks  specified on Schedule I hereof and
any other bank specified as a "Lock-Box Bank" in accordance with this Agreement,
in each case holding one or more Lock-Box Accounts.

     "Lock-Box Notice" means a notice, in substantially the form of Annex A to a
Lock-Box Agreement, from the Agent to any Lock-Box Bank.

     "Moody's" means Moody's Investors Service, Inc. or any successor thereof.

                                       10


<PAGE>



     "Multiemployer  Plan"  means a  multiemployer  plan,  as defined in Section
4001(a)(3)  of ERISA,  to which the Seller or any ERISA  Affiliate  is making or
accruing an obligation to make contributions, or has within any of the preceding
five plan years made or accrued an obligation to make contributions.

     "Multiple  Employer  Plan"  means a single  employer  plan,  as  defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Seller
or any ERISA  Affiliate  and at least one  Person  other than the Seller and the
ERISA  Affiliates or (b) was so maintained and in respect of which the Seller or
any ERISA  Affiliate could have liability under Section 4064 or 4069 of ERISA in
the event such plan has been or were to be terminated.

     "Net Receivables Pool Balance" means at any time the Outstanding Balance of
the Eligible Receivables in the Receivables Pool at such time reduced by the sum
of (i) the aggregate  Outstanding  Balance of the Defaulted  Receivables  in the
Receivables  Pool at such  times,  (ii) the  aggregate  amount by which the then
Outstanding   Balance  of  all  Eligible   Receivables   (other  than  Defaulted
Receivables)  of  each  Obligor  then  in  the  Receivables   Pool  exceeds  the
Concentration Limit for such Obligor at such time, (iii) the aggregate amount by
which the then Outstanding Balance of all Eligible Receivables that are Canadian
Receivables  exceeds 15% of the aggregate amount of the then Outstanding Balance
of all Eligible  Receivables,  (iv) the Unapplied Cash and Credits at such time,
(v) the aggregate amount of Offset Reserves in existence at such time in respect
of the Obligors of Pool Receivables and (vi) the Currency Reserve.

     "Notice of Purchase" has the meaning specified in Section 2.02(a).

     "Obligor" means a Person obligated to make payments pursuant to a Contract.

     "Offset  Reserve"  means, in respect of the Pool  Receivables  owing by any
Obligor at any time,  the lesser of (a) the sum of (i) the  aggregate  amount of
Over/Under  Payments  in  respect of such  Obligor  at such time,  plus (ii) the
aggregate  amount of Rebates in respect of such Obligor at such time, plus (iii)
the aggregate amount of Corporate  Allowances in respect of such Obligor at such
time,  plus (iv) the  aggregate  amount of Advance  Billings  in respect of such
Obligor at such time,  plus (v) the  aggregate  amount of Credits In Past Due in
respect  of such  Obligor at such time,  plus (vi) the  aggregate  amount of all
other  amounts  payable  by any  Originator  or any  Affiliate  thereof  to such
Obligor,  and (b) the aggregate  Outstanding Balance of such Pool Receivables at
such time;  provided,  however,  that in the case of any such  Obligor that owes
Pool Receivables which are Canadian Receivables,  the aggregate amounts referred
to in clause (a) above that are  denominated  in Canadian  Dollars  shall be the
Equivalent in US Dollars of such aggregate amounts.


                                       11


<PAGE>


     "Originator" means Constar, Inc., a Pennsylvania corporation,  Crown (USA),
Risdon-AMS (USA), Inc., a Delaware corporation, Zeller Plastik, Inc., a Delaware
corporation, and the Canadian Originator; provided, however, that any Originator
shall cease to be an Originator  upon (i) the  occurrence of any event set forth
in Section 7.01(g) as to such Originator, (ii) the Parent, one or more direct or
indirect  wholly-owned  subsidiaries  of  the  Parent,  or a  corporation  owned
directly or indirectly by the  stockholders of the Parent in  substantially  the
same  proportions  as their  ownership  of stock of the  Parent  ceasing to own,
directly or indirectly,  100% of the Equity Interests of such Originator,  (iii)
three  Business Days' notice to such effect by the Agent (with the consent or at
the request of the Required  Purchasers) to the Seller  following the occurrence
of any Event of  Termination as to such  Originator,  or (iv) in the case of the
Canadian Originator only (and without limiting clauses (i) through (iii) above),
forty-five days notice to such effect by the Seller to the Agent,  and provided,
further,  however,  that, in the case of clauses (i),  through (iv) above,  such
Originator  shall  continue  to  be an  Originator  for  purposes  of  all  Pool
Receivables existing, and in which interests have been created hereunder,  prior
to the occurrence of any event set forth in clause (i) through (iv) above.

     "Other Taxes" has the meaning specified in Section 2.12(b).

     "Outstanding  Balance"  of  any  Receivable  at  any  time  means  (i)  for
Receivables  other than Canadian  Receivables,  the then  outstanding  principal
balance thereof, and (ii) for Canadian Receivables, the Equivalent in US Dollars
of the then outstanding principal balance thereof.

     "Over/Under  Payments"  means,  in respect of any  Obligor,  the  aggregate
amount by which the payments made by such Obligor in respect of Pool Receivables
owed by such Obligor exceed, or are less than, such Pool Receivables.

     "Owner" means, in respect of each Receivable Interest, upon its purchase by
any of the Purchasers, the purchaser thereof; provided,  however, that, upon any
assignment  thereof  pursuant to Article IX, the  Assignee  thereof  shall be an
Owner thereof.

     "Parent" means Crown Cork & Seal Company, Inc., a Pennsylvania corporation.

     "Parent  Undertaking"  means an undertaking,  in substantially  the form of
Exhibit I hereto,  by the Parent in favor of the Agent and the other Indemnified
Parties,  as such undertaking may from time to time be amended,  supplemented or
otherwise modified.

     "PBGC" means the Pension Benefit Guaranty Corporation or any successor.

     "Percentage Interest" has the meaning specified in Section 9.02(a).

     "Person"  means  an  individual,  partnership,   corporation  (including  a
business  trust),  limited  liability  company,  joint  stock  company,   trust,
unincorporated  association,  joint venture or other entity,  or a government or
any political subdivision or agency thereof.

     "Plan" means a Single Employer Plan or a Multiple Employer Plan.

     "Pool Receivable" means a Receivable in the Receivables Pool.


                                       12


<PAGE>




     "Potential  Event of Termination"  means any event that, with the giving of
notice or the passage of time or both, would constitute an Event of Termination.

     "PPSA" means the Personal Property Security Act (Ontario),  as amended from
time to time, and any regulations promulgated thereunder.

     "Pre-Season  Deferred Receivable" means any Receivable the Obligor of which
is in the business of processing  and canning fruits or vegetables and for which
the  applicable  Contract  provides for more than 150 days after the  applicable
invoice date for payment of such Receivables.

     "Provisional  Liquidation  Day" means any day which could be a  Liquidation
Day but for the proviso in clause (i) of the definition of "Liquidation Day".

     "Purchase" means a purchase by the Purchasers of a Receivable Interest from
the Seller pursuant to Article II.

     "Purchasers"  means the Initial  Purchasers  and each  Assignee  that shall
become a party hereto pursuant to Section 9.03.

     "Rebates" means, in respect of any Obligor, the aggregate amount of rebates
or other amounts (other than Corporate Allowances) owed by any Originator or the
Seller to such Obligor with respect to Receivables of such Obligor.

     "Receivable"  means the  indebtedness  (whether  constituting  accounts  or
general  intangibles  or chattel  paper or  otherwise)  of any  Obligor  under a
Contract,  and includes the right to payment of any interest or finance  charges
and other obligations of such Obligor with respect thereto.

     "Receivable Interest" means, at any time, an undivided percentage ownership
interest at such time in (i) all then outstanding Pool Receivables arising prior
to the time of the most recent  computation or  recomputation  of such undivided
percentage  interest  pursuant to Section 2.04,  (ii) all Related  Security with
respect to such Pool  Receivables and (iii) all Collections with respect to, and
other proceeds of, such Pool Receivables. Such undivided percentage interest for
such Receivable Interest shall be computed as

                                     C + AR
                                     ------
                                      NRPB

     where:

     C    =  the  Capital  of  such  Receivable  Interest  at  the  time  of
             such computation;

     AR   =  the Applicable Reserve of such Receivable Interest at the time of
             such computation;

     NRPB =  the Net Receivables Pool Balance at the time of such computation;



                                       13


<PAGE>

provided, however, that upon the occurrence of any Termination Date that results
from  either  any  Commitment  Termination  Date  in  turn  resulting  from  the
occurrence and  continuance of an Event of Termination  pursuant to Section 7.01
or any  Reinvestment  Termination Date in turn resulting from the designation of
such  Reinvestment  Termination Date by the Agent pursuant to clause (ii) of the
definition of  "Reinvestment  Termination  Date"  contained in this Section 1.01
(such  Termination Date being the "Special  Termination  Date"),  the Receivable
Interests then  outstanding  under this  Agreement,  if more than one Receivable
Interest,  shall be combined into one Receivable  Interest  hereunder  (such one
Receivable Interest, whether the one Receivable Interest then outstanding or the
one Receivable Interest resulting from such combination of Receivable Interests,
being the "Special  Receivable  Interest") and such Special Receivable  Interest
shall then be recomputed to be, and shall be fixed at all times  thereafter  at,
an undivided  percentage ownership interest of one hundred percent (100%) in (i)
all then outstanding Pool Receivables  arising prior to the Special  Termination
Date, (ii) all Related  Security with respect to such Pool receivables and (iii)
all Collections with respect to, and other proceeds of, such Pool Receivables.


Each  Receivable  Interest shall be determined from time to time pursuant to the
provisions of Section 2.04.

     "Receivable Interest Percent" means 100%.

     "Receivables   Contribution  and  Sale  Agreement"  means  the  Receivables
Contribution  and Sale  Agreement,  dated as of January 26, 2001, as amended and
restated  as of the date  hereof  and in  substantially  the form of  Exhibit  F
hereto,  among  each  Originator,  the  Seller  and Crown  (USA) as the  Buyer's
Servicer thereunder, as the same may from time to time be amended,  supplemented
or otherwise modified with the prior written consent of the Required Purchasers.

     "Receivables  Pool"  means  at  any  time  the  aggregation  of  each  then
outstanding  Receivable in respect of which the Obligor is a Designated  Obligor
or, as to any Receivable in existence on such date, was a Designated  Obligor on
the date of the initial  creation of an interest in such  Receivable  under this
Agreement.

     "Records"  means,  with respect to any Receivable,  all Contracts and other
documents, books, records and other information (including,  without limitation,
computer  programs,  tapes,  discs,  punch cards,  data processing  software and
related  property  and  rights)  relating  to such  Receivable  and the  related
Obligor.

     "Register" has the meaning specified in Section 9.03(c).

     "Reinvestment  Termination  Date" means that  Business  Day which:  (i) the
Seller  designates  as the first  date on which  Collections  in respect of each
Receivable  Interest shall not be reinvested in accordance with Section 2.05, by
at least 30  Business  Days' prior  written  notice to the Agent or, (ii) if the
conditions precedent in Section 3.02 are not satisfied,  that Business Day which
the Agent  (with the  consent  or at the  request  of the  Required  Purchasers)
designates as the first date on which  Collections in respect of each Receivable
Interest  shall not be reinvested  in accordance  with Section 2.05, by at least
one Business Day's prior written notice to the Seller.

                                       14


<PAGE>



     "Related Security" means with respect to any Receivable:

          (i) all of the  Seller's  interest  in the goods  (including  returned
          goods),  if  any,  relating  to the  sale  which  gave  rise  to  such
          Receivable;

          (ii) all  other  security  interests  or liens  and  property  subject
          thereto  from  time to  time  purporting  to  secure  payment  of such
          Receivable,   whether   pursuant  to  the  Contract  related  to  such
          Receivable or otherwise, together with all financing statements signed
          by an Obligor describing any collateral securing such Receivable;

          (iii) all letter of credit  rights,  guarantees,  insurance  and other
          agreements or  arrangements  of whatever  character  from time to time
          supporting or securing payment of such Receivable, whether pursuant to
          the Contract related to such Receivable or otherwise;

          (iv) all Records relating to such Receivable; and

          (v)  all of the  Seller's  right,  title  and  interest  in and to the
          following:

               (A) the Receivables  Contribution and Sale Agreement,  including,
               without  limitation,  (i) all rights to receive moneys due and to
               become due under or pursuant to the Receivables  Contribution and
               Sale  Agreement,  (ii) all  rights  to  receive  proceeds  of any
               indemnity,  warranty or guaranty with respect to the  Receivables
               Contribution and Sale Agreement, (iii) claims for damages arising
               out  of  or  for  breach  of or  default  under  the  Receivables
               Contribution  and Sale  Agreement,  and (iv) the right to perform
               under the  Receivables  Contribution  and Sale  Agreement  and to
               compel   performance   and   otherwise   exercise   all  remedies
               thereunder, and

               (B) all  proceeds  of any and  all of the  foregoing  (including,
               without  limitation,  proceeds which  constitute  property of the
               types described in subclause (A) of this clause (v)).

     "Required  Purchasers"  means at any time Purchasers owning at least 51% of
the then aggregate outstanding  Receivable Interests owned by the Purchasers or,
if no Receivable Interest is then owned by the Purchasers, Purchasers holding at
least 51% of the aggregate Commitments of the Purchasers.

     "Required Net Receivables  Pool Balance" means the sum of (i) the aggregate
outstanding Capital of Receivable  Interests plus (ii) the aggregate  Applicable
Reserve for all Receivable Interests.

     "Reserve Percentage" means 20 percent, provided that the Reserve Percentage
may, upon at least one Business  Day's notice by the Agent to the Seller and the
Servicer,  be  increased  by the  Agent  at any time  and in its  discretion  in
accordance with its then current credit guidelines and provided,  further,  that
the Reserve Percentage may, upon at least one Business Day's notice by the Agent
to the Seller and the  Servicer,  be decreased by the Agent at any time with the
consent or at the request of all Purchasers.


                                       15


<PAGE>


     "S&P"  means  Standard  &  Poor's  Rating  Services,   a  division  of  The
McGraw-Hill Companies, Inc., or any successor thereof.

     "Seller Report" means a report,  in  substantially  the form of Exhibit D-1
hereto,  furnished  by the  Servicer  to the Agent for each  Owner  pursuant  to
Section 2.07.

     "Seller's  Account" means the deposit account of the Seller (account number
005-1713)  maintained  with Mellon Bank, N.A. at its office at Three Mellon Bank
Center, Room 3119, Pittsburgh,  Pennsylvania 15259, Attention:  Document Control
Manager.

     "Servicer" has the meaning specified in Section 6.01.

     "Servicer Fee" has the meaning specified in Section 2.09.

     "Settlement  Date" means,  for each  Settlement  Period for each Receivable
Interest, the last day of such Settlement Period.

     "Settlement Period" means, for each Receivable Interest:

               (a) in the case of any Settlement  Period in respect of which the
               Citibank  Rate is computed by reference to the  Eurodollar  Rate,
               initially,  the period  beginning on the date of Purchase of such
               Receivable Interest or the last day of the immediately  preceding
               Settlement Period, as the case may be, and ending on the last day
               of the period  selected by the Seller  pursuant to the provisions
               below, and thereafter,  each subsequent  period commencing on the
               last  day of the  immediately  preceding  Settlement  Period  and
               ending  on the  last day of the  period  selected  by the  Seller
               pursuant  to the  provisions  below.  The  duration  of each such
               Settlement  Period shall be one week, two weeks or one month,  as
               the Seller may,  upon  written  notice given by the Seller to the
               Agent not later than 11:00 a.m. (New York City time) on the third
               Business  Day prior to the first day of such  Settlement  Period,
               select  (or, if no such  notice is given,  one month);  provided,
               however,  that in the case of any such Settlement  Period for any
               Receivable  Interest which commences  before the Termination Date
               and would otherwise end on a date occurring after the Termination
               Date,  such Settlement  Period shall end on the Termination  Date
               and the duration of each such  Settlement  Period which commences
               on or after the  Termination  Date may be any period  (including,
               without  limitation,  a period  of one day) as shall be  selected
               from  time to time  by the  Agent  (with  the  consent  or at the
               request of the Required Purchasers);  provided, further, however,
               that there shall be no more than six Settlement  Periods selected
               by the Seller with respect to the Receivable Interests at any one
               time; and provided,  further, however, that whenever the last day
               of any such  Settlement  Period  would  otherwise  occur on a day
               other than a Business Day, the last day of such Settlement Period
               shall be extended to occur on the next  succeeding  Business Day,
               except that, if such  extension  would cause the last day of such
               Settlement Period to occur in the next following  calendar month,
               the last day of such  Settlement  Period  shall occur on the next
               preceding Business Day; and


                                       16


<PAGE>


               (b) in the case of any Settlement  Period in respect of which the
               Citibank  Rate  is  computed  by  reference  to  the  Base  Rate,
               initially,  the period  beginning on the date of Purchase of such
               Receivable Interest or the last day of the immediately  preceding
               Settlement Period, as the case may be, and ending on the last day
               of the period  selected by the Seller  pursuant to the provisions
               below and,  thereafter,  each subsequent period commencing on the
               last  day of the  immediately  preceding  Settlement  Period  and
               ending  on the  last day of the  period  selected  by the  Seller
               pursuant  to the  provisions  below.  The  duration  of each such
               Settlement  Period shall be any period from one to and  including
               30 days,  as shall be selected by the Seller upon written  notice
               given by the Seller to the Agent not later  than 11:00 A.M.  (New
               York  City  time) on the  Business  Day prior to the first day of
               such Settlement  Period (or if no such notice is given, one day);
               provided, however, that in the case of any such Settlement Period
               for  any   Receivable   Interest  which   commences   before  the
               Termination  Date and  would  otherwise  end on a date  occurring
               after the Termination  Date, such Settlement  Period shall end on
               the  Termination  Date and the  duration of each such  Settlement
               Period which  commences on or after the  Termination  Date may be
               any period (including,  without limitation,  a period of one day)
               as  shall  be  selected  from  time  to time  by the  Agent;  and
               provided,  further,  however,  that  whenever the last day of any
               such Settlement  Period would otherwise occur on a day other than
               a Business Day, the last day of such  Settlement  Period shall be
               extended to occur on the next succeeding Business Day.

     "Single  Employer Plan" means a single employer plan, as defined in Section
4001(a)(15) of ERISA,  that (a) is maintained for employees of the Seller or any
ERISA Affiliate and no Person other than the Seller and the ERISA  Affiliates or
(b) was so maintained and in respect of which the Seller or any ERISA  Affiliate
could have liability under Section 4069 of ERISA in the event such plan has been
or were to be terminated.

     "Special  Receivable  Interest" has the meaning specified in the definition
of "Receivable Interest" contained in this Section 1.01.

     "Special  Termination  Date" has the meaning specified in the definition of
"Receivable Interest" contained in this Section 1.01.

     "Subordinated   Note"  has  the  meaning   specified  in  the   Receivables
Contribution and Sale Agreement.

     "Taxes" has the meaning specified in Section 2.12(a).

     "Terminating  Settlement  Period"  has the  meaning  specified  in  Section
2.02(e).

                                       17


<PAGE>



     "Termination  Date" means the earlier of (i) the  Reinvestment  Termination
Date and (ii) the Commitment Termination Date.

     "Total Commitment" means  $350,000,000,  as such amount may be reduced from
time to time pursuant to Section 2.03.

     "Transaction  Documents"  means  this  Agreement,  the  Certificates,   the
Receivables  Contribution  and  Sale  Agreement,  the  Parent  Undertaking,  the
Subordinated Notes, the Lock-Box Agreements,  the Consent and Agreement, the Fee
Letter and the Intercreditor Agreement.

     "UCC" means the Uniform  Commercial  Code as from time to time in effect in
the specified jurisdiction.

     "Unapplied Cash and Credits"  means,  at any time, the aggregate  amount of
Collections  or other  cash or  credits  then held by or for the  account of the
Servicer,  any  Originator  or the  Seller in  respect  of the  payment  of Pool
Receivables,  but not yet  applied or  reinvested  pursuant  to Section  2.05 or
applied  pursuant to Section 2.06, and in the case of such  Collections or other
cash or credits in respect of Canadian  Receivables  means the  Equivalent in US
Dollars of the aggregate amount of such Collections or other cash or credits.

     "United States" and "U.S." each means United States of America.

     "Unused  Commitment"  means, with respect to any Purchaser at any time, (a)
such  Purchaser's  Commitment at such time minus (b) that aggregate  outstanding
Capital of Receivable  Interests paid by such Purchaser pursuant to Section 2.02
and not reduced by  Collections  received and  distributed  to such Purchaser on
account of such Capital pursuant to Section 2.05 or 2.06.

     "US Dollars" and "$" each means the lawful currency of the United States.

     "Voting  Interests"  means shares of capital stock issued by a corporation,
or equivalent  Equity  Interests in any other  Person,  the holders of which are
ordinarily,  in the absence of contingencies,  entitled to vote for the election
of directors (or persons performing  similar functions) of such Person,  even if
the right so to vote has been suspended by the happening of such a contingency.

     "Weekly Report" means a report,  in  substantially  the form of Exhibit D-2
hereto,  furnished  by the  Servicer  to the Agent for the  Owners  pursuant  to
Section 2.07.

     "Welfare Plan" means a welfare plan, as defined in Section 3(l) of ERISA.

     "Yield" means for each Receivable Interest for any Settlement Period;


                                CR x C x ED + LF
                                      ---
                                      360




                                       18


<PAGE>




     where:

     CR = the Citibank  Rate for such  Receivable  Interest for such  Settlement
          Period;

     C  = the Capital of such Receivable Interest during such Settlement Period;

     ED = the actual number of days elapsed during such Settlement Period; and

     LF = the  Liquidation  Fee, if any, for such  Receivable  Interest for such
          Settlement Period.

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;
and  provided  further  that  Yield  for any  Receivable  Interest  shall not be
considered  paid by any  distribution  to the  extent  that at any time all or a
portion of such  distribution is rescinded or must otherwise be returned for any
reason.

     SECTION 1.02. Other Terms.
     -------------------------
     All accounting terms not specifically  defined herein shall be construed in
accordance with GAAP. All terms used in Article 9 of the UCC in the State of New
York and not  specifically  defined  herein  are used  herein as defined in such
Article 9.

     SECTION 1.03. Computation of Time Periods.
     -----------------------------------------
     Unless otherwise  stated in this Agreement,  in the computation of a period
of time from a specified date to a later  specified  date, the word "from" means
"from  and  including"  and the  words  "to"  and  "until"  each  means  "to but
excluding".



                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE PURCHASES


     SECTION 2.01. Commitment.
     ------------------------
     (a) On the terms and conditions herein set forth, each Purchaser  severally
agrees  to  make  Purchases  (i) on the  Closing  Date  and  from  time  to time
thereafter  on any  Business  Day during the period from the Closing Date to the
Commitment  Termination  Date and (ii) in an aggregate amount for such Purchaser
not to exceed at any time  outstanding such  Purchaser's  Commitment;  provided,
however,  that no  Purchaser  shall be  obligated to make any Purchase if, after
giving effect to such Purchase,  the aggregate outstanding Capital of Receivable
Interests  would  exceed the Total  Commitment.  Purchases  shall be made by the
Purchasers  simultaneously  and  ratably in  accordance  with  their  respective
Commitments.

     (b) On the terms and conditions  hereinafter set forth, the Agent on behalf
of  the  Owners  of  each   Receivable   Interest  shall  have  the  Collections
attributable to such Receivable  Interest  automatically  reinvested pursuant to
Section  2.05  in  additional   undivided   percentage  interests  in  the  Pool
Receivables by making an appropriate adjustment of such Receivable Interest.

                                       19



<PAGE>


     SECTION 2.02. Making Purchases.
     ------------------------------
     (a) Each Purchase of a Receivable  Interest by the Purchasers shall be made
on notice  from the  Seller to the Agent,  given not later than 11:00 A.M.  (New
York City time) (i) on the third  Business Day before the date of such  Purchase
in the case of the Purchase of any Receivable  Interest  initially bearing Yield
based on the  Eurodollar  Rate and (ii) on the Business Day of such  Purchase in
the case of the Purchase of any  Receivable  Interest  initially  bearing  Yield
based on the Base Rate. Each such notice of a proposed  Purchase of a Receivable
Interest (a "Notice of  Purchase")  shall be by  telephone  (confirmed  promptly
thereafter  in writing) or  facsimile,  in  substantially  the form of Exhibit J
hereto, and shall specify the requested aggregate amount of such Purchase (which
shall not be less than  $1,000,000)  to be paid to the Seller and the  requested
Business Day of such Purchase. The Agent shall give each Purchaser prompt notice
of such notice of such proposed  Purchase,  the date of such  Purchase,  and the
amount of Capital to be paid by such Purchaser in connection with such Purchase,
by telephone or telefax.  On the date of such Purchase,  each  Purchaser  shall,
upon  satisfaction  of the applicable  conditions set forth in Article III, make
available  to the  Agent  its  ratable  share of the  aggregate  amount  of such
Purchase  by  deposit  of such  ratable  share in same day funds to the  Agent's
Account,  and,  after receipt by the Agent of such funds,  the Agent shall cause
such  funds to be made  immediately  available  to the  Seller  at the  Seller's
Account.

     (b) Each Notice of Purchase  delivered pursuant to Section 2.02(a) shall be
irrevocable and binding on the Seller. The Seller shall indemnify each Purchaser
against any actual loss or expense incurred by such Purchaser as a result of any
failure to fulfill on or before the date of any proposed Purchase (as to which a
Notice of Purchase has been given  pursuant to Section  2.02(a)) the  applicable
conditions set forth in Article III, including,  without limitation,  any actual
loss or  expense  incurred  by  reason of the  liquidation  or  reemployment  of
deposits or other funds acquired by such  Purchaser to fund its ratable  portion
of such proposed  Purchase when such Purchase,  as a result of such failure,  is
not made on such date.

     (c) Unless the Agent shall have received  notice from a Purchaser  prior to
the date of any  Purchase  that such  Purchaser  will not make  available to the
Agent such  Purchaser's  ratable portion of such Purchase,  the Agent may assume
that such Purchaser has made such portion  available to the Agent on the date of
such Purchase in accordance with Section 2.02(a), and the Agent may, in reliance
upon such assumption,  make available to the Seller on such date a corresponding
amount. However, if the Agent has received such notice from such Purchaser,  the
Agent may not make such  assumption  and may not make available to the Seller on
such date such  corresponding  amount.  If and to the extent that such Purchaser
shall not have made such ratable portion  available to the Agent, such Purchaser
and the Seller severally agree to pay (to the extent not repaid by the Seller or
such   Purchaser,   respectively)   to  the  Agent   forthwith  on  demand  such
corresponding  amount together with interest thereon, for each day from the date
such amount is made available to the Seller until the date such amount is repaid
to the Agent,  at (i) in the case of the Seller,  the Yield rate  applicable  to
such amount and (ii) in the case of such  Purchaser,  the Federal Funds Rate. If
such Purchaser shall repay to the Agent such corresponding  amount,  such amount
so repaid shall constitute such Purchaser's ratable portion of such Purchase for
purposes of this Agreement.

     (d) The failure of any Purchaser to make available such Purchaser's ratable
portion of any Purchase shall not relieve any other Purchaser of its obligation,
if any,  hereunder to make available such other  Purchaser's  ratable portion of
such  Purchase  on the  date  of  such  Purchase,  but  no  Purchaser  shall  be
responsible  for the failure of any other Purchaser to make available such other
Purchaser's ratable portion of such Purchase on the date of any Purchase.


                                       20


<PAGE>

     (e) Either the Seller or the Agent upon  notice to and consent by the other
(and upon notice by the Agent to the Purchaser) received at least three Business
Days prior to the end of any  Settlement  Period  (the  "Terminating  Settlement
Period")  for any  Receivable  Interest,  may,  effective on the last day of the
Terminating  Settlement  Period:  (i) divide any such  Receivable  Interest into
multiple  Receivable  Interests,  (ii) combine any such Receivable Interest with
one or more other Receivable  Interests that have a Settlement  Period ending on
the same day as such  Terminating  Settlement  Period or (iii)  combine any such
Receivable  Interest  with a new  Receivable  Interest  to be  purchased  by the
Purchasers on the day such Terminating Settlement Period ends.

     SECTION 2.03. Termination or Reduction of the Commitments.
     ---------------------------------------------------------
     The Seller  may,  upon at least five  Business  Days'  notice to the Agent,
terminate in whole or reduce in part, the unused  portions of the Commitments of
the Purchasers;  provided,  however, that for purposes of this Section 2.03, the
unused  portions of the  Commitments of the Purchasers  shall be computed as the
excess of (i) the aggregate of the  Commitments  of the  Purchasers  immediately
prior to giving effect to such  termination or reduction over (ii) the aggregate
Capital of Receivable Interests outstanding at the time of such computation; and
provided,  further,  that each such partial  reduction of the unused portions of
the  Commitments  (i) shall be in an amount equal to  $1,000,000  or an integral
multiple thereof,  (ii) shall be made ratably among the Purchasers in accordance
with their respective Commitments and (iii) shall reduce the Total Commitment in
an amount equal to each such reduction.

     SECTION 2.04. Receivable Interest.
     ---------------------------------
     Each Receivable  Interest shall be initially  computed as of the opening of
business of the  Servicer on the date of Purchase of such  Receivable  Interest.
Thereafter  until  the  Termination  Date,  such  Receivable  Interest  shall be
automatically recomputed as of the close of business of the Servicer on each day
(other than a Liquidation  Day). Such Receivable  Interest shall remain constant
from the time as of which any such  computation or  recomputation  is made until
the time as of which the next such  recomputation,  if any, shall be made.  Each
Receivable Interest other than any Special Receivable  Interest,  as computed as
of the day immediately  preceding the Termination Date, shall remain constant at
all  times  on and  after  the  Termination  Date;  and any  Special  Receivable
Interest,  as computed as of any Special Termination Date, shall remain constant
(at  100%)  at all  times on and  after  such  Special  Termination  Date.  Such
Receivable  Interest  shall  become  zero at such  time  as the  Owners  of such
Receivable  Interest  shall have received the accrued Yield for such  Receivable
Interest,  shall have  recovered the Capital of such  Receivable  Interest,  and
shall have received  payment of all other amounts  payable by the Seller to such
Owners,  and the Servicer shall have received the accrued  Servicer Fee for such
Receivable Interest.


                                       21


<PAGE>



     SECTION 2.05. Non-Liquidation Settlement Procedures.
     ---------------------------------------------------
     (a) On each day (other than a Liquidation Day or a Provisional  Liquidation
Day) during each Settlement  Period for each Receivable  Interest,  the Servicer
shall:  (i)  out  of  Collections  of  Pool  Receivables  attributable  to  such
Receivable  Interest  received on such day, in the case of any such  Collections
denominated in Canadian Dollars, convert such Collections into US Dollars to the
extent  necessary  to comply with this Section 2.05 and, in the case of all such
Collections,  set  aside and hold in trust  for the  Owners  of such  Receivable
Interest an amount in US Dollars  equal to the sum of (A) the Yield and Servicer
Fee accrued through such day for such Receivable  Interest and not so previously
set aside,  (B) that  amount,  if any,  which  would be  required  to reduce the
Capital of such Receivable  Interest so that,  together with similar and ratable
reductions  of  Capital  of  all  other  Receivable  Interests,   the  undivided
percentage  interest of all Receivable  Interests would not, after giving effect
to the Collections of Pool  Receivables and the addition of new Pool Receivables
on such  day and  the  resulting  recomputation  of  such  Receivable  Interests
pursuant  to  Section  2.04 as of the end of such  day,  exceed  the  Receivable
Interest Percent then in effect, and (C) the aggregate of any other amounts then
accrued or owed hereunder by the Seller to such Owners and not so previously set
aside and (ii)  reinvest the remainder of such  Collections,  for the benefit of
such Owners,  by recomputation of such Receivable  Interest  pursuant to Section
2.04 as of the end of such day and the payment of such  remainder to the Seller;
provided,  however,  that,  to the extent  that the Agent or any Owner  shall be
required for any reason to pay over any amount of  Collections  which shall have
been previously  reinvested for the account of such Owners pursuant hereto, such
amount  shall be deemed  not to have  been so  applied  but  rather to have been
retained  by the  Seller  and paid  over for the  account  of such  Owners  and,
notwithstanding  any provision hereof to the contrary,  such Owners shall have a
claim for such amount.

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

     (c) On the Settlement Date for each  Settlement  Period for such Receivable
Interest,  the Servicer shall deposit to the Agent's  Account for the account of
the Owners of such  Receivable  Interest  the amounts set aside as  described in
clause (i) of the first  sentence  of Section  2.05(a) to the extent not already
deposited pursuant to Section 2.05(b).  Upon receipt of such funds by the Agent,
the Agent shall  distribute them (x) to the Owners of such  Receivable  Interest
(I) in  payment  of the  accrued  Yield for such  Receivable  Interest,  (II) in
reduction of the Capital of such  Receivable  Interest in the amount referred to
in clause (i)(B) of Section  2.05(a),  and (III) in payment of any other amounts
then owed by the Seller  hereunder  to such  Owners and (y) to the  Servicer  in
payment of the accrued  Servicer  Fee payable  with  respect to such  Receivable
Interest.  If there  shall be  insufficient  funds on  deposit  for the Agent to
distribute  funds in payment in full of the  aforementioned  amounts,  the Agent
shall  distribute  funds,  first,  in  payment  of the  accrued  Yield  for such
Receivable  Interest,  second,  in reduction  of the Capital of such  Receivable
Interest in the amount referred to in clause (i)(B) of Section  2.05(a),  third,
in payment of any other amounts owed by the Seller hereunder to such Owners, and
fourth,  in payment of the accrued  Servicer  Fee payable  with  respect to such
Receivable Interest;  provided, however, that on and after the date on which the
Agent shall  designate  as Servicer  any Person other than Crown (USA) or any of
its  Affiliates  pursuant to Section  6.01,  the Agent shall  distribute  funds,
first, in payment of the accrued Yield for such Receivable Interest,  second, in
payment of the accrued  Servicer  Fee payable  with  respect to such  Receivable
Interest,  third, in reduction of the Capital of such Receivable Interest in the
amount referred to in clause (i)(B) of Section 2.05(a),  and fourth,  in payment
of any other amounts owed by the Seller hereunder to such Owners.


                                       22


<PAGE>



     SECTION 2.06. Liquidation Settlement Procedures.
     -----------------------------------------------
     On each Liquidation Day and on each Provisional Liquidation Day during each
Settlement Period for each Receivable Interest  (including,  without limitation,
the Special  Receivable  Interest),  the Servicer shall, in the case of any such
Collections  denominated in Canadian  Dollars,  convert such Collections into US
Dollars to the extent  necessary  to comply with this  Section  2.06 and, in the
case of all such Collections,  set aside and hold in trust in US Dollars for the
Owners  of  such  Receivable   Interest  the  Collections  of  Pool  Receivables
attributable to such Receivable Interest received on such day. On the Settlement
Date for each Settlement Period for such Receivable Interest, the Servicer shall
deposit to the Agent's  Account for the account of the Owners of such Receivable
Interest the amounts in US Dollars set aside pursuant to the preceding  sentence
but not to exceed the sum of (i) the accrued Yield for such Receivable Interest,
(ii) the Capital of such  Receivable  Interest,  (iii) the accrued  Servicer Fee
payable with respect to such Receivable  Interest and (iv) the aggregate  amount
of other amounts owed  hereunder by the Seller to the Owners of such  Receivable
Interest.  Any amounts set aside  pursuant to the first sentence of this Section
2.06 and not  required to be deposited  to the Agent's  Account  pursuant to the
preceding  sentence  shall  be paid to the  Seller  by the  Servicer;  provided,
however,  that if amounts are set aside  pursuant to the first  sentence of this
Section 2.06 on any Provisional Liquidation Day which is subsequently determined
not to be a Liquidation  Day, such amounts shall be applied  pursuant to Section
2.05(a)  on the day of such  subsequent  determination.  Upon  receipt  of funds
deposited to the Agent's Account pursuant to the second sentence of this Section
2.06,  the Agent  shall  distribute  them (A) to the  Owners of such  Receivable
Interest (x) in payment of the accrued Yield for such Receivable  Interest,  (y)
in  reduction  (to zero) of the Capital of such  Receivable  Interest and (z) in
payment of any other amounts owed by the Seller hereunder to such Owners and (B)
to the  Servicer in payment of the accrued  Servicer Fee payable with respect to
such Receivable  Interest.  If there shall be insufficient  funds on deposit for
the Agent to distribute funds in payment in full of the aforementioned  amounts,
the Agent shall  distribute  funds,  first,  in payment of the accrued Yield for
such  Receivable  Interest,  second,  in reduction of Capital of such Receivable
Interest, third, in payment of other amounts payable to such Owners, and fourth,
in payment of the accrued  Servicer Fee payable with respect to such  Receivable
Interest; provided, however, that on and after the date on which the Agent shall
designate as Servicer any Person other than Crown (USA) or any of its Affiliates
pursuant to Section 6.01, the Agent shall distribute funds, first, in payment of
the  accrued  Yield for such  Receivable  Interest,  second,  in  payment of the
accrued Servicer Fee payable with respect to such Receivable Interest, third, in
reduction of the Capital of such Receivable Interest,  and fourth, in payment of
other amounts payable to such Owners.



                                       23



<PAGE>



     SECTION 2.07. General Settlement Procedures.
     -------------------------------------------
     (a) If on any day the  Outstanding  Balance of a Pool  Receivable is either
(i)  reduced  as a  result  of any  defective,  rejected  or  returned  goods or
services,  any discount,  or any adjustment by the Seller or any Originator,  or
(ii) reduced or cancelled as a result of a setoff in respect of any claim by the
Obligor thereof against the Seller or any Originator  (whether such claim arises
out of the same or a  related  transaction  or an  unrelated  transaction),  the
Seller  shall  be  deemed  to have  received  on such day a  Collection  of such
Receivable in the amount of such reduction or  cancellation  (in the case of any
such Receivable that is a Canadian  Receivable,  in the amount of the Equivalent
in US Dollars of such  reduction  or  cancellation)  and shall make the  payment
required to be made by it in connection with such Collection on the day required
by,  and  otherwise  pursuant  to,  Section  5.01(g).  If on any  day any of the
representations  or warranties in Section 4.01(g) is no longer true with respect
to any Pool Receivable,  the Seller shall be deemed to have received on such day
a  Collection  in full of such  Pool  Receivable  (in the case of any such  Pool
Receivable that is a Canadian Receivable, a Collection in full of the Equivalent
in US Dollars of such Pool Receivable) and shall make the payment required to be
made by it in  connection  with such  Collection  on the day  required  by,  and
otherwise pursuant to, Section 5.01(g). In addition,  the Seller shall be deemed
to have received as a Collection  on the day of  conversion  of any  Collections
denominated  in Canadian  Dollars  into US Dollars an amount equal to the amount
(if any) by which the Equivalent in US Dollars of such  Collections  exceeds the
amount of US Dollars  realized  on such  conversion  and shall make the  payment
required to be made by it in connection with such Collection on the day required
by,  and  otherwise  pursuant  to,  Section  5.01(g).  Except  as  stated in the
preceding  sentences of this Section 2.07 or as otherwise required by law or the
underlying Contract,  all Collections received from an Obligor of any Receivable
shall be applied to Receivables then outstanding of such Obligor in the order of
the age of such Receivables, starting with the oldest such Receivable, except if
payment is designated by such Obligor for application to specific Receivables.

     (b) On or prior to the eighth  Business  Day of each  calendar  month,  the
Servicer  shall  prepare and furnish to the Agent for each Owner of a Receivable
Interest (i) a Seller  Report (which will include,  without  limitation,  a Pool
Receivable roll forward analysis and a rate for the exchange of Canadian Dollars
into US Dollars  which shall be  determined  by the Seller in good faith  having
regard to the quoted spot rate at which the Agent's principal office in New York
City offers to exchange US Dollars for  Canadian  Dollars in New York City prior
to 4:00 p.m.  (New York City  time) one  Business  Day  before  the date of such
Seller  Report),  relating  to each  Receivable  Interest,  as of the  close  of
business of the Servicer on the last day of the immediately  preceding  calendar
month,  (ii) a  listing  of the  ten  Obligors  owing  greatest  amount  of Pool
Receivables,  (iii) a listing by Obligor of all Pool Receivables,  together with
an analysis  as to the aging of such  Receivables,  as of such last day,  (iv) a
report, relating to each Obligor which shall owe Pool Receivables of $15,000,000
(or the  Equivalent  in Canadian  Dollars) or more in the  aggregate  within the
immediately  preceding  12-month  period,  setting  forth  (A) the  name of such
Obligor,  (B) the balance of the Pool  Receivables  owing by such  Obligor as of
such date, (C) the ratings,  if any, of such Obligor's  long-term  public senior
unsecured and unguaranteed  debt securities by S&P and Moody's and (D) a summary
of credit  terms  applicable  to such  Pool  Receivables  under  the  applicable
Contract,  and (v) such other information as shall be reasonably  requested from
time to time by the Agent.  On or prior to the day the  Servicer  is required to
make a deposit with respect to a Settlement  Period  pursuant to Section 2.05 or
2.06,  the  Servicer  will  advise  the  Agent  of each  Liquidation  Day,  each
Provisional Liquidation Day and each Daily Settlement Date occurring during such
Settlement  Period and of the  allocation  of the amount of such deposit to each
outstanding Receivable Interest;  provided, however, that, if Crown (USA) is not
the  Servicer,  Crown (USA) shall advise the Servicer of the  occurrence of each
such Liquidation Day, each Provisional Liquidation Day and each Daily Settlement
Date occurring during such Settlement Period on or prior to such day.

     (c) On the second  Business  Day of each week,  by no later than 12:00 noon
(New York City time),  the Servicer  shall  prepare and furnish to the Agent for
the Owners a Weekly Report relating to the Receivable Interests as at the end of
the last Business Day of the immediately preceding week; provided, however, that
the Servicer shall not be required to furnish to the Agent a Weekly Report under
this Section  2.07(c) during those periods of time in which the Net  Receivables
Pool Balance shall exceed the Required Net Receivables Pool Balance by more than
$40,000,000.


                                       24


<PAGE>




     (d) On each  Business Day by no later than 11:00 a.m. (New York City time),
the  Servicer  shall  prepare  and  furnish  to the Agent for the Owners a Daily
Report,  stating (i) the aggregate amount of the Net Receivables Pool Balance as
of the end of the immediately preceding Business Day, in such detail as shall be
satisfactory to the Agent, (ii) the aggregate amount of the Collections from the
Pool  Receivables  received by or on behalf of the Servicer as of the end of the
immediately  preceding  Business Day, in such detail as shall be satisfactory to
the Agent,  (iii) the  aggregate of sales and billings of each  Originator as of
the  end  of the  immediately  preceding  Business  Day,  and  (iv)  such  other
information as shall be specified from time to time by the Agent.

     SECTION 2.08. Payments and Computations, Etc.
     --------------------------------------------
     (a) All  amounts  to be paid or  deposited  by the  Seller or the  Servicer
hereunder  shall be paid or  deposited  in  accordance  with the terms hereof no
later  than 12:00 noon (New York City time) on the day when due in US Dollars in
same day funds to the Agent's Account. The Agent shall promptly thereafter cause
to be  distributed  (i) like funds relating to the payment out of Collections in
respect  of  Capital,  Yield,  Servicer  Fee or  other  amounts  payable  out of
Collections,  to  the  Owners  (ratably  in  accordance  with  their  respective
interests) and the Servicer in accordance with the provisions of Section 2.05 or
2.06, as  applicable,  and (ii) like funds relating to the payment by the Seller
of fees and other amounts payable by the Seller hereunder, to the parties hereto
for whose benefit such funds were paid (and if such funds are insufficient, such
distribution  shall be made ratably in accordance  with the  respective  amounts
thereof).  Upon the Agent's  acceptance  of an  Assignment  and  Acceptance  and
recording  of the  information  contained  therein in the  Register  pursuant to
Section 9.03(c),  from and after the effective date specified in such Assignment
and  Acceptance,  the Agent shall make all payments  hereunder in respect of the
interest  assigned thereby to the assignee  thereunder,  and the parties to such
Assignment  and  Acceptance  shall  make  all  appropriate  adjustments  in such
payments for periods prior to such effective date directly between themselves.

     (b) The Seller  shall,  to the extent  permitted  by law,  pay to the Agent
interest on all amounts not paid or  deposited  when due  hereunder  (except for
those amounts with respect to which Yield  accrues) at 3.50% per annum above the
Base Rate in effect  from time to time,  payable on demand,  provided,  however,
that such interest rate shall not at any time exceed the maximum rate  permitted
by applicable law. Such interest shall be for the account of, and distributed by
the Agent to, the applicable  Owners ratably in accordance with their respective
interests in such overdue amount.

     (c) All computations of interest and all computations of Yield,  Commitment
Fee and other per annum fees  hereunder  shall be made on the basis of a year of
360 days for the actual  number of days  (including  the first but excluding the
last day) elapsed.

     (d) The Seller hereby  authorizes  each Owner, if and to the extent payment
owed by the Seller to such Owner is not made to the Agent when due hereunder, to
charge from time to time against any or all of the Seller's  accounts  with such
Owner any amount so due.


                                       25


<PAGE>




     (e) Unless the Agent shall have  received  notice from the  Servicer or the
Seller  prior to the date on which any  payment is due to the  Owners  hereunder
that the Servicer or the Seller,  as the case may be, will not make such payment
in full,  the Agent may assume that the Servicer or the Seller,  as the case may
be,  has made such  payment in full to the Agent on such date and the Agent may,
in reliance upon such assumption,  cause to be distributed to each Owner on such
due date an amount equal to the amount then due such Owner. If and to the extent
the  Servicer  or the  Seller,  as the case may be,  shall not have so made such
payment in full to the Agent,  each Owner shall repay to the Agent  forthwith on
demand such amount distributed to such Owner together with interest thereon, for
each day from the date such amount is  distributed  to such Owner until the date
such Owner repays such amount to the Agent, at the Federal Funds Rate.

     SECTION 2.09. Fees.
     ------------------

     (a) The Seller shall pay to the Agent such fees as are set forth in the Fee
Letter.

     (b) The Owners shall pay to the Servicer a fee (the "Servicer  Fee") of 1/4
of 1% per annum on the  average  daily  amount  of  Capital  of each  Receivable
Interest owned by such Owners,  from the date of the initial Purchase  hereunder
until the later of the  Commitment  Termination  Date or the date on which  such
Capital is reduced to zero,  payable on the Settlement  Date for each Settlement
Period  for such  Receivable  Interest;  provided,  however,  that,  upon  three
Business Days' notice to the Agent,  the Servicer (if not Crown (USA)) may elect
to be paid,  as such fee,  another  percentage  per annum on the  average  daily
amount of Capital of each such Receivable Interest, but in no event in excess of
110% of the costs and  expenses  referred to in Section  6.02(c);  and  provided
further  that such fee shall be payable only from  Collections  pursuant to, and
subject to the priority of payment set forth in, Sections 2.05 and 2.06.

     (c) The Seller shall pay to the Agent for the account of each Purchaser,  a
commitment fee (a "Commitment  Fee") of 1/2 of 1% per annum on the average daily
Unused Commitment of such Purchaser,  from the date of the Existing  Receivables
Purchase  Agreement  in the case of  Citibank,  as Initial  Purchaser,  from the
Effective  Date  in the  case of each  other  Initial  Purchaser  and  from  the
effective date  specified in the Assignment and Acceptance  pursuant to which it
became a  Purchaser  in the case of each other  Purchaser  until the  Commitment
Termination Date, payable on the Settlement Date for each Settlement Period.



                                       26


<PAGE>





     SECTION 2.10. Increased Costs.
     -----------------------------
     If, due to either (a) a change after the date hereof in Regulation D of the
Board of  Governors  of the  Federal  Reserve  System  (to the  extent  any cost
incurred  pursuant to such  regulation  is not  included in the  calculation  of
Eurodollar Rate), (b) the introduction of or any change after the date hereof in
or in the  interpretation  of any  law or  regulation  (other  than  any  law or
regulation  relating to taxes, as to which Section 2.12 shall govern) or (c) the
compliance  with any  guideline or request  issued or made after the date hereof
from any central bank or other governmental authority (whether or not having the
force of law),  there  shall be any  increase in the cost to (or, in the case of
Regulation  D of the Board of  Governors of the Federal  Reserve  System,  there
shall be imposed a cost on) any Indemnified  Party of agreeing to make or making
any  Purchase  or  purchasing  or  maintaining  any  Receivable  Interest or any
interest therein hereunder, then the Seller shall from time to time, upon demand
and delivery to the Seller of the  certificate  referred to in the last sentence
of this Section 2.10 by such Indemnified Party (or by the Agent for the account
of  such  Indemnified  Party) (with  a  copy  of  such  demand  and  certificate
to the  Agent),  pay to the  Agent for the  account  of such  Indemnified  Party
additional  amounts  sufficient to compensate  such  Indemnified  Party for such
increased  or  imposed  cost.  Each  Indemnified  Party  hereto  agrees  to  use
reasonable  efforts  promptly  to notify the Seller of any event  referred to in
clause  (a),  (b) or (c) above,  provided  that the  failure to give such notice
shall not affect the rights of any  Indemnified  Party under this Section  2.10.
Each Indemnified Party agrees that it shall use reasonable  efforts to designate
another  applicable office of such Indemnified Party to hold its interest in any
Receivable  Interest if the amounts  payable to it under this Section 2.10 would
thereby be reduced and if the making,  funding or maintenance of its interest in
such  Receivable  Interest  through  such  other  applicable  office  would  not
otherwise   adversely  affect  such  interest  or  such  Indemnified   Party.  A
certificate  in  reasonable  detail as to the  basis for and the  amount of such
increased cost,  submitted to the Seller and the Agent by such Indemnified Party
(or by the Agent for the account of such Indemnified  Party) shall be conclusive
and binding for all purposes, absent manifest error.

     SECTION 2.11. Increased Capital.
     -------------------------------
     If any Indemnified  Party determines that either the introduction of or any
change  in or in the  interpretation  of any law or  regulation  after  the date
hereof or the compliance  with any guideline or request issued or made after the
date hereof from any central bank or other  governmental  authority  (whether or
not  having  the force of law)  affects  or would  affect  the amount of capital
required  or  expected  to be  maintained  by  such  Indemnified  Party  or  any
corporation  controlling  such  Indemnified  Party  and that the  amount of such
capital is increased by or based upon the existence of such Indemnified  Party's
commitment, if any, to purchase any Receivable Interest or any interest therein,
or to maintain  such  Receivable  Interest or interest,  hereunder,  then,  upon
demand and  delivery  to the Seller of the  certificate  referred to in the last
sentence of this Section 2.11 by such Indemnified Party (or by the Agent for the
account of such  Indemnified  Party) (with a copy of such demand and certificate
to the  Agent)  the  Seller  shall  pay to the  Agent  for the  account  of such
Indemnified  Party from time to time,  as specified by such  Indemnified  Party,
additional  amounts  sufficient to  compensate  such  Indemnified  Party or such
corporation  in the  light  of  such  circumstances,  to the  extent  that  such
Indemnified Party reasonably determines such increase in capital to be allocable
to the existence of any such commitment. Each Indemnified Party hereto agrees to
use reasonable efforts promptly to notify the Seller of any event referred to in
the first sentence of this Section 2.11,  provided that the failure to give such
notice shall not affect the rights of any  Indemnified  Party under this Section
2.11. A certificate in reasonable detail as to the basis for, and the amount of,
such  compensation  submitted  to the Seller  and the Agent by such  Indemnified
Party (or by the Agent  for the  account  of such  Indemnified  Party)  shall be
conclusive and binding for all purposes, absent manifest error.



                                       27


<PAGE>



     SECTION 2.12. Taxes.
     -------------------
     (a)  Any  and  all  payments  by the  Seller  hereunder  or  deposits  from
Collections  hereunder  shall be made, in accordance with Section 2.08, free and
clear of and without deduction for any and all present or future taxes,  levies,
imposts, deductions,  charges or withholdings,  and all liabilities with respect
thereto,  excluding,  in the case of each Indemnified  Party, (i) taxes that are
imposed on its overall  net income by the United  States and (ii) taxes that are
imposed on its  overall  net income,  assets or net worth (and  franchise  taxes
imposed in lieu thereof) by the state or foreign  jurisdiction under the laws of
which such  Indemnified  Party is  organized  or  qualified to do business or in
which such  Indemnified  Party holds any asset in connection with this Agreement
or, in each case,  any  political  subdivision  thereof  (all such  non-excluded
taxes, levies,  imposts,  deductions,  charges,  withholdings and liabilities in
respect of payments  hereunder  or deposits  from  Collections  hereunder  being
hereinafter referred to as "Taxes").  If the Seller or the Servicer or the Agent
shall be  required  by law to deduct  any Taxes  from or in  respect  of any sum
payable  hereunder or deposit  from  Collections  hereunder  to any  Indemnified
Party,  (i) the sum payable shall be increased as may be necessary so that after
making all required deductions  (including  deductions  applicable to additional
sums payable under this Section 2.12) such Indemnified  Party receives an amount
equal to the sum it would have received had no such  deductions  been made, (ii)
the Seller or the Servicer or the Agent shall make such deductions and (iii) the
Seller or the  Servicer or the Agent  shall pay the full amount  deducted to the
relevant  taxation  authority or other  authority in accordance  with applicable
law.

     (b) In addition,  the Seller shall pay any present or future sales,  stamp,
documentary,  excise,  property or similar  taxes,  charges or levies that arise
from any payment made  hereunder or deposit from  Collections  hereunder or from
the execution,  delivery or registration of, performing under, or otherwise with
respect to, this Agreement,  the Certificate,  the Receivables  Contribution and
Sale  Agreement,  the  Consent  and  Agreement  or the Fee  Letter  (hereinafter
referred to as "Other Taxes").

     (c) The  Seller  shall  indemnify  each  Indemnified  Party for and hold it
harmless  against the full amount of Taxes and Other Taxes  (including,  without
limitation,  taxes of any kind imposed by any  jurisdiction  on amounts  payable
under this Section  2.12) imposed on or paid by such  Indemnified  Party and any
liability (including penalties, additions to tax, interest and expenses) arising
therefrom or with respect  thereto whether or not such Taxes or other Taxes were
correctly or legally asserted. This indemnification shall be made within 30 days
from the date such Indemnified  Party makes written demand therefor (with a copy
to the Agent).

     (d) Within 30 days after the date of any payment of Taxes, the Seller shall
furnish to the Agent, at its address  referred to in Section 11.02, the original
or a certified copy of a receipt evidencing such payment.

     (e) Each  Owner  organized  under the laws of a  jurisdiction  outside  the
United  States  shall,  on or prior to the date of its execution and delivery of
this  Agreement  in the case of each Initial  Purchaser,  and on the date of the
Assignment or the Assignment and Acceptance pursuant to which it became an Owner
in the case of each other Owner,  and from time to time  thereafter as requested
in writing  by the Seller  (but only so long  thereafter  as such Owner  remains
lawfully  able to do so),  provide  each of the  Agent and the  Seller  with two
original Internal Revenue Service forms W-8ECI or W-8BEN, as appropriate, or any
successor or other form prescribed by the Internal Revenue  Service,  certifying
that such Owner is exempt from or entitled  to a reduced  rate of United  States
withholding tax on payments pursuant to this Agreement. If the forms provided by
an Owner at the time such Owner first becomes a party to this Agreement indicate
a United States interest withholding tax rate in excess of zero, withholding tax
at such rate shall be considered excluded from Taxes unless and until such Owner
provides the appropriate  form certifying that a lesser rate applies,  whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided,  however, that if, at the effective
date of the Assignment or the  Assignment  and  Acceptance  pursuant to which an
Assignee becomes an Owner hereunder, the Owner assignor was entitled to payments


                                       28


<PAGE>



under  subsection  (a)  of  this  Section  2.12  in  respect  of  United  States
withholding  tax with respect to amounts paid  hereunder at such date,  then, to
such extent, the term Taxes shall include (in addition to withholding taxes that
may be imposed in the future or other  amounts  otherwise  includable  in Taxes)
United States withholding tax, if any,  applicable with respect to such Assignee
on such  date.  If any  form or  document  referred  to in this  subsection  (e)
requires the  disclosure of  information,  other than  information  necessary to
compute the tax payable and information  required on the date hereof by Internal
Revenue Service form W-8ECI or W-8BEN, that the Owner reasonably considers to be
confidential, the Owner shall give notice thereof to the Seller and shall not be
obligated to include in such form or document such confidential information.

     (f) For any period with respect to which an Owner has failed to provide the
Seller with the  appropriate  form  described in subsection  (e) of this Section
2.12 (other than if such failure is due to a change in law  occurring  after the
date on which a form  originally  was  required  to be  provided or if such form
otherwise is not required under subsection (e) of this Section 2.12), such Owner
shall not be entitled to  indemnification  under  subsection  (a) or (c) of this
Section  2.12 with  respect to Taxes  imposed by the United  States by reason of
such failure;  provided,  however,  that should an Owner become subject to Taxes
because of its failure to deliver a form  required  hereunder,  the Seller shall
take such steps as such Owner shall reasonably  request to assist such Owner (at
such Owner's expense) to recover such Taxes.

     SECTION 2.13. Sharing of Payments, Etc.
     --------------------------------------
     If any Purchaser shall obtain any payment (whether voluntary,  involuntary,
through  the  exercise of any right of set-off or  otherwise)  on account of the
Purchases  made by it (other than with respect to payments due to such Purchaser
pursuant  to  Section  2.10,  2.11 or 2.12) in  excess of its  ratable  share of
payments  on account  of the  Purchases  obtained  by all the  Purchasers,  such
Purchaser shall forthwith  purchase from the other  Purchasers such interests in
the Receivable  Interests  purchased by them as shall be necessary to cause such
Purchaser  to share the  excess  payment  ratably  with each of them;  provided,
however,  that  if all or any  portion  of such  excess  payment  is  thereafter
recovered from such Purchaser,  such purchase from each other Purchaser shall be
rescinded  and such other  Purchaser  shall repay to the  Purchaser the purchase
price to the extent of such recovery together with an amount equal to such other
Purchaser's ratable share (according to the proportion of (i) the amount of such
other Purchaser's  required repayment to (ii) the total amount so recovered from
the  Purchaser) of any interest or other amount paid or payable by the Purchaser
in  respect  of the total  amount  so  recovered.  The  Seller  agrees  that any
Purchaser  so  purchasing  an  interest in  Receivable  Interests  from  another
Purchaser  pursuant to this Section 2.13 may, to the fullest extent permitted by
law,  exercise all its rights of payment  (including  the right of set-off) with
respect to such interest in Receivable  Interests as fully as if such  Purchaser
were the  direct  creditor  of the  Seller  in the  amount of such  interest  in
Receivable Interests.



                                       29


<PAGE>

                                  ARTICLE III

                             CONDITIONS OF PURCHASES

     SECTION 3.01. Condition Precedent to Initial Purchase.
     -----------------------------------------------------
     The  initial  Purchase by each  Purchaser  under the  Existing  Receivables
Purchase  Agreement is subject to the  satisfaction of the following  conditions
precedent:

     (a) The Agent shall have received all fees and expenses required to be paid
on the date of such Purchase pursuant to the terms of this Agreement and the Fee
Letter.

     (b) The Agent shall have  received  on or before the date of such  Purchase
the following,  each (unless  otherwise  indicated) dated such date, in form and
substance satisfactory to the Agent:

          (i) The Certificate for the Purchaser;

          (ii) The Receivables Contribution and Sale Agreement, duly executed by
          the Seller and each Originator, together with:

               (A) Proper financing statements naming each Originator as debtor,
               the Seller as secured party and Citibank,  as Agent, as assignee,
               to be filed under the UCC of all jurisdictions that the Agent may
               deem necessary in order to perfect the Seller's interests created
               or purported to be created by the  Receivables  Contribution  and
               Sale Agreement;

               (B) Proper financing statements, if any, necessary to release all
               security  interests  and  other  rights  of  any  Person  in  the
               Receivables,   Related   Security,   Collections   or   Contracts
               previously granted by any Originator;

               (C)  Completed  requests  for  information,  dated  on or a  date
               reasonably near to the date of the initial Purchase,  listing all
               effective financing  statements which name each Originator (under
               its present name and any  previous  name) as debtor and which are
               filed in the jurisdictions in which filings were made pursuant to
               clause  (ii)(A)  above,  together  with copies of such  financing
               statements (none of which,  except those filed pursuant to clause
               (ii)(A) above,  shall cover any  Receivables,  Related  Security,
               Collections or Contracts);

               (D) The Consent and  Agreement,  duly  executed by the Seller and
               each Originator; and

               (E) The Subordinated  Notes, in substantially the form of Exhibit
               B to the Receivables Contribution and Sale Agreement,  payable to
               the order of the Originators,  respectively, and duly executed by
               the Seller.

          (iii) Parent Undertaking, duly executed by the Parent.

          (iv) Certified copies of the charter and by-laws,  as amended,  of the
          Seller, each Originator and the Parent, respectively.

          (v) Good standing certificates issued by the Secretary of State of the
          jurisdiction of incorporation  of the Seller,  each Originator and the
          Parent,  with respect to the Seller,  such  Originator and the Parent,
          respectively.


                                       30


<PAGE>




          (vi) Certified  copies of the resolutions of the Board of Directors of
          each of (A) the  Seller  approving  the  Transaction  Documents  to be
          delivered by it hereunder and the transactions contemplated hereby and
          thereby, (B) each Originator approving the Transaction Documents to be
          delivered by it hereunder and the transactions contemplated hereby and
          thereby and (C) the Parent approving the Parent Undertaking.

          (vii) A certificate of the Secretary or Assistant Secretary of each of
          (A) the  Seller  certifying  the  names  and  true  signatures  of the
          officers of the Seller  authorized to sign the  Transaction  Documents
          and the other  documents  to be delivered  by it  hereunder,  (B) each
          Originator certifying the names and true signatures of the officers of
          each Originator  authorized to sign the Transaction  Documents and the
          other  documents to be  delivered  by it hereunder  and (C) the Parent
          certifying the names and true signatures of the officers of the Parent
          authorized to sign the Parent  Undertaking  and the other documents to
          be delivered by it hereunder.

          (viii)  Proper  financing  statements  naming the Seller as debtor and
          Citibank, as Agent, as secured party, to be filed under the UCC of all
          jurisdictions  that the Agent may deem necessary or desirable in order
          to perfect the ownership  interests created or purported to be created
          hereby and by the Certificates.

          (ix) Proper  financing  statements,  if any,  necessary to release all
          security  interests and other rights of any Person in the Receivables,
          Contracts,  Related Security or Collections  previously granted by the
          Seller.

          (x) Completed requests for information,  dated on or a date reasonably
          near to the  date  of the  initial  Purchase,  listing  all  effective
          financing  statements  filed  in  the  jurisdictions  referred  to  in
          subsection  (b)(viii)  above that name the Seller as debtor,  together
          with copies of such other financing  statements (none of which, except
          those filed pursuant to subsection  (b)(viii)  above,  shall cover any
          Receivables, Contracts, Related Security or Collections.

          (xi) Favorable  opinions of (A) Dechert,  counsel to the Seller,  each
          Originator and the Parent,  in  substantially  the form of Exhibit H-1
          hereto  and as to such  other  matters  as the  Agent  may  reasonably
          request,  (B) William T.  Gallagher,  Vice  President,  Secretary  and
          General Counsel of the Parent,  in  substantially  the form of Exhibit
          H-2 hereto and as to such  other  matters as the Agent may  reasonably
          request,  and (C) Dechert,  counsel to each Originator and the Seller,
          in substantially  the form of Exhibit H-3 and as to such other matters
          as the Agent  may  reasonably  request,  including  (1) a "true  sale"
          opinion  with  respect to the sale of  Receivable  Assets under and as
          defined in the Receivables  Contribution  and Sale Agreement from each
          Originator  to the  Seller  and (2) an  opinion  with  respect  to the
          non-substantive  consolidation  of the Seller with each  Originator or
          any of its Affiliates in a case under the U.S. Bankruptcy Code.


                                       31


<PAGE>

          (xii) A  favorable  opinion  of  Shearman &  Sterling,  counsel to the
          Agent, as the Agent may reasonably request.

          (xiii) A Lock-Box Agreement with each Lock-Box Bank,  executed by such
          Lock-Box Bank and the Seller or an Originator, as applicable.

          (xiv) A business  plan of the Parent  prepared by the chief  financial
          officer of the Parent.

          (xv) A term sheet  setting  forth,  among other  things,  the amounts,
          parties,  terms and  conditions of the  restructuring  of the Existing
          Credit Facilities.

     SECTION 3.02. Conditions Precedent to All Purchases and Reinvestments.
     ---------------------------------------------------------------------
     Each Purchase  (including  the initial  Purchase by each  Purchaser and the
Purchase referred to in Section 3.03) hereunder and the right of the Servicer to
reinvest in Pool  Receivables  those  Collections  attributable  to a Receivable
Interest  pursuant to Section  2.05 shall be subject to the  further  conditions
precedent that (a) with respect to any such Purchase, on or prior to the date of
such  Purchase,  the Servicer  shall have  delivered  to the Agent,  in form and
substance satisfactory to the Agent, (i) a completed Seller Report, dated within
30 days prior to the date of such  Purchase,  together with a listing by Obligor
of all Pool Receivables,  (ii) a completed Weekly Report effective as of the end
of the  last  Business  Day of the  then  immediately  preceding  week,  (iii) a
completed  Daily  Report  effective as of the end of the  immediately  preceding
Business  Day,  and  (iv)  such  additional  information  as may  be  reasonably
requested by the Agent, and (b) on the date of such Purchase or reinvestment the
following  statements  shall be true (and the  acceptance  by the  Seller of the
proceeds of such Purchase or reinvestment  shall constitute a representation and
warranty by the Seller that on the date of such  Purchase or  reinvestment  such
statements are true):

          (i) The  representations  and warranties  contained in Section 4.01 of
          this Agreement,  in Section 3.01 of the Receivables  Contribution  and
          Sale Agreement and in Section 5 of the Parent  Undertaking are correct
          in all  material  respects  on and as of the date of such  Purchase or
          reinvestment,  before  and after  giving  effect to such  Purchase  or
          reinvestment  and to the  application  of the proceeds  therefrom,  as
          though   made  on  and  as  of  such   date,   other   than  any  such
          representations  and  warranties  that,  by  their  terms,  refer to a
          specific date other than the date of said Purchase or reinvestment, in
          which case as of such dates; and

          (ii) No event has  occurred  and is  continuing,  or would result from
          such Purchase or  reinvestment or from the application of the proceeds
          therefrom,  which  constitutes  an Event of Termination or a Potential
          Event of Termination.

and (c) the  Agent  shall  have  received  such  other  approvals,  opinions  or
documents as the Agent may reasonably request.




                                       32


<PAGE>



     SECTION 3.03. Conditions Precedent to the Effectiveness of this Agreement.
     -------------------------------------------------------------------------
     This  Agreement,  as it shall amend and restate  the  Existing  Receivables
Purchase  Agreement,  shall  become  effective  when and only when,  the parties
hereto shall have executed  counterparts  of this Agreement  pursuant to Section
11.08 and the following conditions precedent are satisfied:

     (a) The Agent  shall  have  received  on or before the  Effective  Date the
following,  each (unless otherwise  indicated) dated the Effective Date, in form
and substance satisfactory to the Agent:

          (i) The Certificate  for the Purchasers,  in exchange for the existing
          Certificate delivered pursuant to Section 3.01 (b)(i), which the Agent
          will cancel;

          (ii) The Receivables  Contribution  and Sale Agreement dated as of May
          7, 2001,  duly  executed by the Seller and each  Originator,  together
          with:

               (A) Executed financing  statements naming the Canadian Originator
               as debtor, the Seller as secured party and Citibank, as Agent, as
               assignee,  to be filed under the PPSA,  in each case, in order to
               perfect the Seller's interests created or purported to be created
               by the Receivables  Contribution  and Sale Agreement;  (B) Proper
               financing  change  statements,  if any,  necessary to release all
               security  interests  and  other  rights  of  any  Person  in  the
               Receivables,   Related   Security,   Collections   or   Contracts
               previously granted by the Canadian Originator;

               (C)  Completed  requests  for  information,  dated  on or a  date
               reasonably  near  to the  date  of  such  Purchase,  listing  all
               effective financing statements which name the Canadian Originator
               (under  its  present  name and any  previous  name) as debtor and
               which are filed  under the  PPSA,  together  with  copies of such
               financing  statements (none of which, except those filed pursuant
               to clause (ii)(A)  above,  shall cover any  Receivables,  Related
               Security, Collections or Contracts);

               (D) The  Consent  and  Agreements  dated as of May 7, 2001,  duly
               executed by the Seller and each Originator; and

               (E) A Subordinated Note dated as of May 7, 2001, in substantially
               the form of Exhibit B to the  Receivables  Contribution  and Sale
               Agreement,  payable to the order of the Canadian Originator,  and
               duly executed by the Seller;

          (iii) Parent  Undertaking,  dated as of May 7, 2001,  duly executed by
          the Parent;  (iv)  Certified  copies of the articles  and by-laws,  as
          amended, of the Canadian Originator;

          (v)  Certificate  of status  issued by the  Ministry of  Consumer  and
          Business  Services in the  Province of  Ontario,  with  respect to the
          Canadian Originator;



                                       33


<PAGE>

          (vi) Certified  copies of the resolutions of the Board of Directors of
          the Canadian  Originator  approving  the  Transaction  Documents to be
          delivered by it hereunder and the transactions contemplated hereby and
          thereby;

          (vii) A certificate of the Secretary or Assistant Secretary of each of
          (A) the  Seller,  the  Parent  and  each  Originator  (other  than the
          Canadian  Originator)  certifying  that the  matters  set forth in the
          certificate of Secretary of the Seller,  the Parent or such Originator
          delivered on the Closing  Date in respect of the Existing  Receivables
          Purchase  Agreement  remain true and correct as of the date hereof and
          that  there has been no  amendment  to the  Charter  or By-Laws of the
          Seller,  the Parent or such Originator since the Closing Date, and (B)
          the Canadian  Originator  certifying the names and true  signatures of
          the  officers  of the  Canadian  Originator  authorized  to  sign  the
          Transaction  Documents  and the other  documents to be delivered by it
          hereunder;

          (viii) Executed UCC-2 or UCC-3  amendments to existing filed financing
          statements  relating to the Receivables  Purchase  Agreement  amending
          such  financing  statements  to reflect the changes  being made in the
          amended and restated Receivable Purchase Agreement in order to perfect
          the ownership  interests created or purported to be created hereby and
          by the Certificate;

          (ix) Favorable  opinions of (A) Dechert,  counsel to the Seller,  each
          Originator and the Parent,  in  substantially  the form of Exhibit H-1
          hereto  and as to such  other  matters  as the  Agent  may  reasonably
          request,  (B)  Stikeman  Elliott,  Canadian  counsel  to the  Canadian
          Originator in  substantially  the form of Exhibit H-4 hereto and as to
          such other matters as the Agent may reasonably request, (C) William T.
          Gallagher,  Vice  President,  Secretary  and  General  Counsel  of the
          Parent, in substantially the form of Exhibit H-2 hereto and as to such
          other matters as the Agent may  reasonably  request,  and (D) Dechert,
          counsel to each Originator and the Seller,  in substantially  the form
          of  Exhibit  H-3  and  as to  such  other  matters  as the  Agent  may
          reasonably  request,  including (1) a "true sale" opinion with respect
          to  the  sale  of  Receivable  Assets  under  and  as  defined  in the
          Receivables  Contribution  and Sale Agreement from each  Originator to
          the  Seller  and (2) an opinion  with  respect to the  non-substantive
          consolidation  of  the  Seller  with  each  Originator  or  any of its
          Affiliates in a case under the U.S. Bankruptcy Code; and

          (x) A Lock-Box  Agreement  with each Lock-Box Bank at which a Lock-Box
          Account is  maintained  by the Canadian  Originator,  executed by such
          Lock-Box Bank and the Canadian Originator;

     (b) The Agent shall have  received on or before the  Effective  Date either
those  consents (in writing) to the execution,  delivery and  performance by the
parities  hereto of this Agreement  which are required  under the  Intercreditor
Agreement  or a  written  agreement  by  the  Bank  Agent  (as  defined  in  the
Intercreditor  Agreement)  addressed  to the  Agent to the  effect  that no such
consents are required under the Intercreditor Agreement.



                                       34


<PAGE>

     (c) The Agent shall have received the payment in full of all fees and other
amounts  payable by the Seller on the execution  and delivery of this  Agreement
and/or on the Effective Date.

     (d) Each  Initial  Purchaser  other  than  Citibank  shall have paid to the
Agent's  Account for the account of Citibank,  and Citibank  shall have received
from such Initial Purchaser, an amount equal to such Initial Purchaser's Initial
Capital pursuant to, and in accordance with Section 9.02(b).


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     SECTION 4.01. Representations and Warranties of the Seller.
     ----------------------------------------------------------
     The Seller represents and warrants as follows:


     (a) The Seller is a corporation duly incorporated,  validly existing and in
good standing under the laws of the  jurisdiction  indicated at the beginning of
this Agreement,  and is duly qualified to do business,  and is in good standing,
in every  jurisdiction  where the nature of its  business  requires  it to be so
qualified,  except to the extent that any failure to be so  qualified or in good
standing as a foreign entity could not reasonably be expected to have a material
adverse  effect upon (i) the financial  condition or operations of the Seller or
(ii) the ability of the Seller to perform its  obligations  under this Agreement
or any other Transaction Document to which the Seller is a party. The Seller has
no subsidiaries.  All of the outstanding shares of stock of the Seller are owned
by the Parent, one or more direct or indirect  wholly-owned  subsidiaries of the
Parent, or a corporation owned directly or indirectly by the stockholders of the
Parent in substantially  the same proportions as their ownership of stock of the
Parent.

     (b)  The  execution,   delivery  and  performance  by  the  Seller  of  the
Transaction  Documents to which it is a party and the other documents  delivered
by it hereunder, and the transactions contemplated hereby and thereby, including
the Seller's use of the proceeds of Purchases and reinvestments,  are within the
Seller's corporate powers,  have been duly authorized by all necessary corporate
action, do not (i) contravene the Seller's charter or by-laws,  (ii) violate any
applicable law, rule,  regulation,  order, writ, judgment,  injunction,  decree,
determination  or award, or (iii) breach or result in a default under, or result
in the  acceleration of (or entitle any party to accelerate) the maturity of any
obligation of the Seller under, or result in or require the creation of any lien
upon or security  interest in any  property of the Seller  pursuant to the terms
of,  any  Contract  or  any  other  agreement  or  instrument  (other  than  any
Transaction  Document)  binding  on or  affecting  the  Seller  or  any  of  its
properties.

     (c) No  authorization  or approval or other  action by, and no notice to or
filing with, any  governmental  authority or regulatory body is required for the
due  execution,  delivery  and  performance  by the  Seller  of any  Transaction
Document to which it is a party or any other  agreement  or  document  delivered
hereunder or for the perfection of or the exercise by any  Indemnified  Party of
its  rights  and  remedies  under  the  Transaction  Documents  and  such  other
agreements  or  documents,  except for the filings of the  financing  statements
referred to in Article III.


                                       35


<PAGE>





     (d) This Agreement has been, and each other  Transaction  Document to which
the Seller is a party when delivered will have been, duly executed and delivered
by the Seller.  This Agreement is, and the other Transaction  Documents to which
the Seller is or will be a party when  delivered  hereunder  will be, the legal,
valid and binding  obligations of the Seller  enforceable  against the Seller in
accordance  with their  respective  terms,  subject to  bankruptcy,  insolvency,
reorganization,  moratorium  or similar laws  affecting  the rights of creditors
generally and to general equitable principles.

     (e) There is no pending  or, to the  knowledge  of the  Seller,  threatened
action or proceeding affecting the Seller before any court,  governmental agency
or arbitrator which could reasonably be expected to materially  adversely affect
(i) the  financial  condition or operations of the Seller or (ii) the ability of
the  Seller  to  perform  its  obligations  under  this  Agreement  or any other
Transaction Document to which the Seller is a party, or which purports to affect
the legality, validity or enforceability of any Transaction Document.

     (f) No proceeds of any Purchase or reinvestment will be used to acquire any
security  in any  transaction  which is  subject  to  Sections  13 and 14 of the
Securities Exchange Act of 1934.

     (g)  Immediately  prior to the time of the initial  creation of an interest
hereunder in any Pool Receivable and each Purchase,  the Seller is the legal and
beneficial  owner of the Pool  Receivables  and Related  Security  with  respect
thereto, in each case free and clear of any Adverse Claim. Upon each Purchase or
reinvestment,  the Seller shall  transfer to the Owner  making such  Purchase or
reinvestment  (and  such  Owner  shall  acquire)  a valid  undivided  percentage
ownership  interest  or  security  interest  to  the  extent  of  the  pertinent
Receivable  Interest in each Pool Receivable then existing or thereafter arising
and in the Related Security and Collections with respect thereto, free and clear
of any Adverse Claim,  which ownership  interest or security interest shall be a
perfected first priority ownership interest or security interest upon the filing
of the financing statements referred to in Section  3.01(b)(viii).  No effective
financing  statement  or other  instrument  similarly  in  effect  covering  any
Contract or any Pool Receivable or Related  Security or Collections with respect
thereto is on file in any recording  office,  except those filed in favor of the
Agent  relating  to this  Agreement  or in favor  of the  Seller  and the  Agent
relating to the Receivables Contribution and Sale Agreement.

     (h) Each Seller Report,  Weekly Report and Daily Report (if prepared by the
Seller or one of its  Affiliates,  or to the extent that  information  contained
therein  is  supplied  by the  Seller or any  Affiliate  thereof),  information,
exhibit,  financial  statement,  or other report or document  furnished or to be
furnished at any time by or on behalf of the Seller to the Agent or any Owner in
connection with this Agreement is and will be accurate in all material  respects
as of its date or as of the date so  furnished,  and no such  report or document
contains,  or will contain, as of its date of delivery or the date so furnished,
any  untrue  statement  of a  material  fact or omits to state,  or will omit to
state,  as of its date of delivery  or the date so  furnished,  a material  fact
necessary in order to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.


                                       36


<PAGE>



     (i) The  principal  place of  business  and chief  executive  office of the
Seller,  and the office where the Seller keeps its Records  concerning  the Pool
Receivables, are located at the address specified in Schedule III hereto (or, by
notice to the Agent in accordance with Section 5.01(c),  at such other locations
in  jurisdictions,  within the United  States,  where all  actions  required  by
Section 6.05(a) have been taken and completed).

     (j) The names and  addresses of all the Lock-Box  Banks,  together with the
lock-box  numbers  related to, and the account numbers and owners (the Seller or
any Originator) of, the Lock-Box  Accounts at such Lock-Box Banks, are specified
in Schedule I hereto (or such other  Lock-Box  Banks and/or such other  Lock-Box
Accounts as have been notified to the Agent in accordance with Section 5.03(d)).

     (k) Since the date of its  formation,  the  Seller  has not  engaged in any
activity other than that  contemplated by the  Transaction  Documents or entered
into any commitment or incurred any Debt other than pursuant to, or as permitted
under, the Transaction Documents.

     (l) The Seller has not  maintained,  contributed  to or incurred or assumed
any obligation with respect to any Plan, Multiemployer Plan or Welfare Plan.

     (m) The Seller has not sold, assigned, transferred, pledged or hypothecated
any interest in any Pool Receivable or the  Collections  with respect thereto to
any  Person  other  than as  contemplated  by this  Agreement  or that  has been
released by the Agent from the Receivables Pool.

     (n) The Seller has complied  with the Credit and  Collection  Policy in all
material  respects and since the date of this Agreement there has been no change
in the Credit and Collection Policy except as permitted hereunder.

     (o) The  Seller  has  not  extended  or  modified  the  terms  of any  Pool
Receivable or the Contract under which any such Pool Receivable arose, except in
accordance with the Credit and Collection Policy.

     (p) Except  under the Lock-Box  Agreements,  the Seller has not granted any
Person  dominion  or  control  of any  Lock-Box  Account,  or the  right to take
dominion  or control  over any  Lock-Box  Account  at a future  time or upon the
occurrence of a future event.

     (q) With respect to each transfer to it of any Pool Receivables, the Seller
has either (i) purchased such Pool  Receivables  from any Originator in exchange
for  payment  (made  by the  Seller  to an  Originator  in  accordance  with the
provisions  of the  Receivables  Contribution  and Sale  Agreement) in an amount
which constitutes fair consideration and approximates fair market value for such
Pool  Receivables  and in a sale the terms and  conditions of which  (including,
without  limitation,  the purchase  price  thereof)  reasonably  approximate  an
arm's-length transaction between unaffiliated parties or (ii) acquired such Pool
Receivables from any Originator as a capital contribution in accordance with the
provisions of the Receivables Contribution and Sale Agreement. No such sale, and
no such contribution, has been made for or on account of an antecedent debt owed
by any  Originator to the Seller and no such sale or  contribution  is or may be
voidable or subject to avoidance under any section of the U.S. Bankruptcy Code.


                                       37


<PAGE>



     (r) The Seller has filed,  or caused to be filed or be included in, all tax
reports and returns (federal,  state, local and foreign), if any, required to be
filed by it and paid,  or caused to be paid,  all  amounts  of taxes,  including
interest and penalties,  required to be paid by it, except for such taxes (i) as
are being  contested in good faith by proper  proceedings and (ii) against which
adequate  reserves  shall have been  established  in accordance  with and to the
extent  required  by GAAP,  but only so long as the  proceedings  referred to in
clause (i) above could not subject the Agent or any other  Indemnified  Party to
any civil or criminal  penalty or liability or involve any material  risk of the
loss, sale or forfeiture of any property,  rights or interests covered hereunder
or under the Receivables Contribution and Sale Agreement.

     SECTION 4.02. Representations and Warranties of the Servicer.
     ------------------------------------------------------------
     The Servicer represents and warrants as follows:

     (a) The Servicer is a corporation duly  incorporated,  validly existing and
in good standing under the laws of the  jurisdiction  indicated at the beginning
of  this  Agreement,  and is  duly  qualified  to do  business,  and is in  good
standing,  in every jurisdiction where the nature of its business requires it to
be so qualified,  except to the extent that any failure to be so qualified or in
good  standing as a foreign  entity could not  reasonably  be expected to have a
material  adverse  effect upon (i) the financial  condition or operations of the
Servicer or (ii) the ability of the  Servicer to perform its  obligations  under
this  Agreement  or any other  Transaction  Document to which the  Servicer is a
party.

     (b)  The  execution,  delivery  and  performance  by  the  Servicer  of the
Transaction  Documents  to which it is a party  and the  other  documents  to be
delivered by it hereunder, and the transactions contemplated hereby and thereby,
are within the Servicer's  corporate  powers,  have been duly  authorized by all
necessary  corporate  action,  do not (i) contravene  the Servicer's  charter or
by-laws,  (ii)  violate any  applicable  law,  rule,  regulation,  order,  writ,
judgment,  injunction, decree, determination or award, or (iii) breach or result
in a default under,  or result in the  acceleration  of (or entitle any party to
accelerate)  the maturity of any obligation of the Servicer  under, or result in
or require the creation of any lien upon or security interest in any property of
the Servicer  pursuant to the terms of, any  Contract or any other  agreement or
instrument  (other than any  Transaction  Document)  binding on or affecting the
Servicer or any of its properties.

     (c) No  authorization  or approval or other  action by, and no notice to or
filing with, any  governmental  authority or regulatory body is required for the
due  execution,  delivery and  performance  by the  Servicer of any  Transaction
Document to which it is a party.



                                       38


<PAGE>



     (d) This Agreement has been, and each other  Transaction  Document to which
the  Servicer  is a party when  delivered  will have  been,  duly  executed  and
delivered  by the  Servicer.  This  Agreement  is,  and  the  other  Transaction
Documents to which the Servicer is party when  delivered  hereunder will be, the
legal,  valid and binding  obligations of the Servicer  enforceable  against the
Servicer in  accordance  with their  respective  terms,  subject to  bankruptcy,
insolvency,  reorganization,  moratorium or similar laws affecting the rights of
creditors generally and to general equitable principles.

     (e) There is no pending or, to the  knowledge of the  Servicer,  threatened
action or  proceeding  affecting  the  Servicer  before any court,  governmental
agency or arbitrator which could reasonably be expected to materially  adversely
affect (i) the  financial  condition or  operations  of the Servicer or (ii) the
ability of the Servicer to perform its  obligations  under this Agreement or any
other  Transaction  Document to which the Servicer is a party, or which purports
to affect the legality, validity or enforceability of any Transaction Document.

     (f) Each Seller Report,  Weekly Report and Daily Report (if prepared by the
Servicer or one of its Affiliates,  or to the extent that information  contained
therein is supplied  by the  Servicer or any  Affiliate  thereof),  information,
exhibit,  financial  statement,  or other report or document  furnished or to be
furnished  at any time by or on behalf of the Servicer to the Agent or any Owner
in  connection  with this  Agreement  is and will be  accurate  in all  material
respects  as of its date or as of the date so  furnished,  and no such report or
document  contains,  or will contain,  as of its date of delivery or the date so
furnished,  any untrue  statement of a material fact or omits to state,  or will
omit to state,  as of its date of delivery or the date so furnished,  a material
fact necessary in order to make the statements  contained therein,  in the light
of the circumstances under which they were made, not misleading.

     (g) Since June 1,  2000,  the  Servicer  has  complied  with the Credit and
Collection  Policy in all material respects and since the date of this Agreement
there has been no change in the Credit and Collection Policy except as permitted
hereunder.

     (h) The  Servicer  has not  extended  or  modified  the  terms  of any Pool
Receivable or the Contract under which any such Pool Receivable arose, except in
accordance  with the Credit and Collection  Policy or in accordance with Section
6.02(b).


                                   ARTICLE V

                         GENERAL COVENANTS OF THE SELLER
                                AND THE SERVICER

     SECTION 5.01. Affirmative Covenants of the Seller.
     -------------------------------------------------
     Until the later of (i) the  Commitment  Termination  Date and (ii) the date
upon which no Capital  for any  Receivable  Interest  shall be  existing  and no
Yield,  fees or other  amounts  remain unpaid under this  Agreement,  the Seller
will, unless the Agent shall otherwise consent in writing:


                                       39


<PAGE>

     (a) Compliance  with Laws, Etc.
         --------------------------
     Comply  in  all  material   respects  with  all  applicable  laws,   rules,
regulations  and orders with respect to it and all Pool  Receivables and related
Contracts, Related Security and Collections with respect thereto.

     (b) Preservation  of  Corporate  Existence.
         --------------------------------------
     Preserve and maintain  its  corporate  existence,  rights,  franchises  and
privileges  in the  jurisdiction  of its  incorporation,  and qualify and remain
qualified in good standing as a foreign  corporation in each jurisdiction  where
the  failure to  preserve  and  maintain  such  qualification  would  materially
adversely  affect the  interests of the Owners or the Agent  hereunder or in the
Pool  Receivables  and  Related  Security,  or the  ability of the Seller or the
Servicer to perform their respective obligations hereunder or the ability of the
Seller to perform its obligations under the Contracts.

     (c) Offices, Records and Books of Accounts.
         --------------------------------------
     (i) Keep its principal place of business and chief executive office and the
offices  where it keeps  its  Records  concerning  the Pool  Receivables  at the
address of the Seller  referred to in Section 4.01(i) or, upon at least 30 days'
prior written notice to the Agent, at any other location in a jurisdiction where
all actions required by Section 6.05(a) shall have been taken, and (ii) maintain
and  implement  administrative  and  operating  procedures  (including,  without
limitation,  an ability to recreate  records  evidencing Pool Receivables in the
event of the  destruction of the originals  thereof),  and keep and maintain all
documents,   books,  records  and  other  information  reasonably  necessary  or
advisable  for  the  collection  of all  Pool  Receivables  (including,  without
limitation,  records  adequate to permit the daily  identification  of each Pool
Receivable,  the Outstanding Balance of each Pool Receivable and the dates which
payments are due thereon and all Collections of and adjustments to each existing
Pool Receivable).

     (d) Performance  and  Compliance  with  Contracts and Credit and Collection
         -----------------------------------------------------------------------
         Policy.
         ------
         At its expense, timely and fully (i) perform, or cause to be performed,
and comply in all material  respects  with,  or cause to be complied with in all
material  respects,  all  material  provisions,  covenants  and  other  promises
required  to be  observed  by  it  under  the  Contracts  related  to  the  Pool
Receivables,  and  timely and fully  comply in all  material  respects  with the
Credit and Collection  Policy in regard to the Pool  Receivables and the related
Contracts and (ii) as beneficiary of any Related Security,  enforce such Related
Security as reasonably requested by the Agent.

     (e) Examination  of Records;  Audits.
         --------------------------------
     (i) From  time to time  upon two  days  prior  notice  and  during  regular
business  hours as  requested by the Agent,  permit the Agent,  or its agents or
representatives,  (A) to  examine  and make  copies  of and  abstracts  from all
Records in the  possession or under the control of any  Originator,  the Seller,
their  respective  Affiliates  or the agents of such  Originator,  the Seller or
their  respective  Affiliates,  relating  to Pool  Receivables  and the  Related
Security, including, without limitation, the related Contracts, and (B) to visit
the offices and properties of any Originator,


                                       40


<PAGE>


the Seller,  their respective  Affiliates or the agents of such Originator,  the
Seller  or their  respective  Affiliates,  for the  purpose  of  examining  such
materials described in clause (A) above, and to discuss matters relating to Pool
Receivables and the Related  Security or the Seller's  performance  hereunder or
under the  Contracts  with any of the officers or employees of the Seller having
knowledge of such  matters,  and (ii) at the request of the Agent within 90 days
after the end of each fiscal year of the Seller  commencing with the fiscal year
of the Seller  ending on December 31,  2001,  and at the request of the Agent at
any time and from time to time upon the occurrence and during the continuance of
any Event of Termination or Potential  Event of  Termination,  at the expense of
the Seller,  cause its independent public accountants to perform, and deliver to
the Agent,  a written  report of an audit  conducted  by such  accountants  with
respect to the Pool Receivables,  Credit and Collection Policy, Lock-Box Account
activity and the Seller's  performance of its obligations  under this Agreement,
the Fee Letter and the  Receivables  Contribution  and Sale Agreement on a scope
and in a form reasonably requested by the Agent for such audit.

     (f) Keeping of Records and Books of Account.
         ---------------------------------------
     (i) Keep,  or cause to be kept,  proper books of record and account,  which
shall be  maintained  or  caused to be  maintained  by the  Seller  and shall be
separate and apart from those of any Affiliate of the Seller,  in which full and
correct entries shall be made of all financial  transactions  and the assets and
business of the Seller in accordance  with GAAP,  (ii) to the extent Records are
in written form,  segregate such Records in file cabinets or storage  containers
and appropriately label such file cabinets or storage containers to reflect that
the  Receivable  Interests  have been  conveyed to the Owners,  and (iii) to the
extent such Records constitute computer programs and other non-written  Records,
appropriately  legend such Records to reflect that the Receivable Interests have
been conveyed to the Owners.

     (g) Deposits to Lock-Box Accounts.
         -----------------------------
     Instruct, or cause the Servicer to instruct,  all Obligors to make payments
in respect of Pool  Receivables to a Lock-Box  Account and, if the Seller or any
Originator  shall  otherwise   receive  any  Collections   (including,   without
limitation,  any Collections deemed to have been received by the Seller pursuant
to Section 2.07),  segregate and hold in trust such Collections and deposit such
Collections,  or cause such  Collections to be deposited,  to a Lock-Box Account
within two Business Days following such receipt.

     (h) Maintenance of Separate Existence.
         ---------------------------------

     Do all things  necessary to maintain its corporate  existence  separate and
apart  from each  Originator  and other  Affiliates  of the  Seller,  including,
without  limitation,  (i)  maintaining  proper  corporate  records  and books of
account  separate from those of such  Affiliates;  (ii)  maintaining its assets,
funds and transactions  separate from those of such Affiliates,  reflecting such
assets,  funds and  transactions in financial  statements  separate and distinct
from  those  of  such  Affiliates,   and  evidencing  such  assets,   funds  and
transactions  by  appropriate  entries in the records  and books  referred to in
clause (i) above,  and providing for its own operating  expenses and liabilities
from its own  assets and funds  other  than  certain  expenses  and  liabilities
relating to basic corporate  overhead which may be allocated  between the Seller
and such Affiliates;  (iii) holding such appropriate  meetings or obtaining such
appropriate consents of its Board of Directors as are necessary to authorize all
the Seller's  corporate actions required by law to be authorized by its Board of
Directors,  keeping minutes of such meetings and of meetings of its stockholders
and  observing  all other  customary  corporate  formalities  (and any successor
Seller not a corporation shall observe similar procedures in accordance with its
governing  documents and  applicable  law);  (iv) at all times entering into its
contracts and otherwise  holding itself out to the public under the Seller's own
name as a legal  entity  separate  and distinct  from such  Affiliates;  and (v)
conducting all  transactions and dealings between the Seller and such Affiliates
on an arm's-length basis.


                                       41


<PAGE>



     (i) Compliance with Opinion Assumptions and Charter and By-Laws.
         -----------------------------------------------------------
     Without limiting the generality of subsection (h) above,  maintain in place
all  policies  and  procedures,  and take  and  continue  to take  all  actions,
described in the assumptions as to facts set forth in, and forming the basis of,
the opinions set forth in the opinion delivered to the Agent pursuant to Section
3.01(b)(xi)(B),  and comply with, and cause  compliance  with, the provisions of
the charter and by-laws of the Seller delivered to the Agent pursuant to Section
3.01 as the same may, from time to time, be amended,  supplemented  or otherwise
modified with the prior written consent of the Agent.

     (j) Purchase of Pool Receivables from Originators.
         ---------------------------------------------
     With respect to each Pool  Receivable  acquired from any  Originator by the
Seller  other  than  as a  capital  contribution,  pay to  such  Originator  (in
accordance with the Receivables Contribution and Sale Agreement) an amount which
constitutes fair  consideration and approximates fair market value for such Pool
Receivable and in a sale the terms and conditions of which  (including,  without
limitation,  the purchase price thereof) reasonably  approximate an arm's-length
transaction between unaffiliated parties.



     (k) Nature of Business and Permitted Transactions.
         ---------------------------------------------
     Engage solely in the businesses and transactions authorized by Section 3 of
its charter.

     (l) Receivables Contribution and Sale Agreement.
         -------------------------------------------
     At its  expense,  timely  and fully  perform  and  comply  in all  material
respects  with all  provisions,  covenants  and other  promises  required  to be
observed by it under the Receivables  Contribution and Sale Agreement,  maintain
the  Receivables  Contribution  and Sale  Agreement  in full  force and  effect,
enforce the Receivables  Contribution  and Sale Agreement in accordance with its
terms,  take all such action to such end as may be from time to time  reasonably
requested by the Agent,  and make to any party to the  Receivables  Contribution
and Sale Agreement such demands and requests for  information and reports or for
action as the Seller is entitled to make  thereunder  and as may be from time to
time reasonably requested by the Agent.

     SECTION 5.02. Reporting Requirements of the Seller.
     --------------------------------------------------
     Until the later of (i) the  Commitment  Termination  Date and (ii) the date
upon which no Capital  for any  Receivable  Interest  shall be  existing  and no
Yield,  fees or other  amounts  remain unpaid under this  Agreement,  the Seller
will, unless the Agent shall otherwise consent in writing, furnish to the Agent:

     (a) as soon as  available  and in any event within 60 days after the end of
each fiscal year of the Seller, a copy of the financial statements for such year
for the  Seller  certified  in a manner  acceptable  to the  Agent by the  Chief
Financial Officer, Vice President or Treasurer of the Seller;


                                       42


<PAGE>




     (b) as soon as possible  and in any event  within two days after an officer
of the Seller,  Crown (USA),  an Originator or the Parent first becomes aware of
each Event of  Termination or Potential  Event of Termination  continuing on the
date of such statement, a statement of the chief financial officer of the Seller
setting  forth  details  of such  Event of  Termination  or  Potential  Event of
Termination  and the action which the Seller has taken and proposes to take with
respect thereto; and

     (c) such other  information,  documents,  records or reports respecting the
Receivables, the Related Security, the Contracts or the condition or operations,
financial  or  otherwise,  of the  Seller  as the  Agent  may from  time to time
reasonably request.

     SECTION 5.03. Negative Covenants of the Seller.
     ----------------------------------------------
     Until the later of (i) the  Commitment  Termination  Date and (ii) the date
upon which no Capital  for any  Receivable  Interest  shall be  existing  and no
Yield, fees or other amounts remain unpaid under this Agreement, the Seller will
not, without the written consent of the Agent:

     (a) Sales, Adverse Claims, Etc.
         --------------------------
     Except as otherwise  provided herein,  sell, assign (by operation of law or
otherwise)  or  otherwise  dispose of, or grant any option  with  respect to, or
create or suffer  to exist  any  Adverse  Claim  upon or with  respect  to,  the
Seller's  undivided  interest  in any Pool  Receivable  or Related  Security  or
Collections in respect thereof,  or upon or with respect to any related Contract
or any deposit  account to which any Collections of any Pool Receivable are sent
(including,  without limitation,  any Lock-Box Account),  or assign any right to
receive income in respect thereof.

     (b) Extension or Amendment of Receivables.
         -------------------------------------
     Except as otherwise  permitted in Section 6.02, extend,  amend or otherwise
modify the terms of any Pool Receivable,  or amend,  modify or waive any term or
condition of any Contract related thereto.

     (c) Change in Business or Credit and Collection Policy.
         --------------------------------------------------
     Make any  change in the  character  of its  business  or in the  Credit and
Collection Policy that would, in either case, be reasonably likely to impair the
collectibility of the Pool Receivables.

     (d) Change in Payment Instructions to Obligors.
         ------------------------------------------
     Add or terminate  any bank as a Lock-Box  Bank or any deposit  account as a
Lock-Box  Account  from those  listed in  Schedule  I, or make any change in the
instructions to Obligors  regarding payments to be made to any Lock-Box Account,
unless the Agent shall have received at least 20 days' prior  written  notice of
such addition,  termination  or change and shall have received,  with respect to
each new Lock-Box Account,  a Lock-Box  Agreement  executed by the Lock-Box Bank
that  maintains  such  Lock-Box  Account  and the Seller or any  Originator,  as
applicable.

     (e) Deposits to Lock-Box Accounts.
         -----------------------------
     Deposit  or  otherwise  credit,  or cause or permit to be so  deposited  or
credited,  to any Lock-Box  Account cash or cash proceeds other than Collections
of Pool Receivables.


                                       43


<PAGE>



     (f) Change of Name, Etc.
         -------------------
     Change its name,  identity,  form of legal  structure  or  jurisdiction  of
organization, unless, prior to the effective date of any such change, the Seller
delivers to the Agent (i) UCC financing statements,  executed by the Seller and,
if applicable, each Originator, necessary to reflect such change and to continue
the  perfection  of  the  ownership   interests  in  the  Receivable   Interests
contemplated  by this  Agreement  and (ii) if the  identity or  structure of the
Seller has  changed and such  change  adversely  affects the rights of the Agent
under then existing  Lock-Box  Agreements with the Seller to take control of the
Lock-Box Accounts pursuant to Section 6.03(a),  new Lock-Box Agreements executed
by the Seller and the Lock-Box  Banks,  to the extent  necessary to reflect such
changes and to continue to enable the Agent to exercise such rights.

     (g) Debt.
         ----
     Except as otherwise provided herein or in the Receivables  Contribution and
Sale Agreement, create, incur, assume or suffer to exist any indebtedness, other
than (i) indebtedness of the Seller  representing fees, expenses and indemnities
arising  hereunder or under the Receivables  Contribution and Sale Agreement for
the purchase price of the  Receivables  under the Receivables  Contribution  and
Sale  Agreement,  and (ii)  other  indebtedness  of the Seller  incurred  in the
ordinary  course of its  business in an amount not to exceed  $9,500 at any time
outstanding.

     (h) Lease Obligations.
         -----------------
     Create,  incur, assume or suffer to exist any obligations as lessee for the
rental or lease of real or personal property, other than for the lease or rental
of an office  space or office  equipment  for use by the Seller in the  ordinary
course of its business.

     (i) ERISA.
         -----
     Adopt,  maintain,  contribute  to or incur or assume  any  obligation  with
respect to any Plan, Multiemployer Plan or Welfare Plan.

     (j) Investments in Other Persons.
         ----------------------------
     Except as otherwise provided herein or in the Receivables  Contribution and
Sale Agreement, make or hold any Investment in any Person.

     (k) Sales, Etc., of Assets.
         ----------------------
     Except  as  contemplated  by  this  Agreement,  sell,  lease,  transfer  or
otherwise dispose of any assets.

     (l) Merger, Etc.
         -----------
     Consolidate with or merge into any other Person.

     (m) Organizational Documents.
         ------------------------
     Amend,  supplement or otherwise  modify Section 3, 6 or 7 of its charter or
Section 1, 3, 4 or 16 of Article II of its  by-laws,  in each case  furnished to
the Agent pursuant to Section 3.01.

     (n) Accounting.
         ----------
     Account for (including for accounting and tax purposes) or otherwise  treat
the transactions contemplated by the Receivables Contribution and Sale Agreement
in any  manner  other  than as sales of  Receivables  by any  Originator  to the
Seller,  or account for (other than for tax  purposes)  or  otherwise  treat the
transactions contemplated by this Agreement in any manner other than as sales of
Receivable  Interests  by the  Seller  to  the  Agent  for  the  account  of the
Purchasers.



                                       44


<PAGE>

     (o) Receivables Contribution and Sale Agreement.
         -------------------------------------------
     (i) Cancel or terminate the Receivables  Contribution and Sale Agreement or
consent  to or accept any  cancellation  or  termination  thereof,  (ii)  amend,
supplement  or  otherwise  modify  any  term  or  condition  of the  Receivables
Contribution  and  Sale  Agreement  or give  any  consent,  waiver  or  approval
thereunder,  (iii)  waive  any  default  under  or  breach  of  the  Receivables
Contribution  and  Sale  Agreement  or (iv)  take any  other  action  under  the
Receivables  Contribution  and Sale  Agreement not required by the terms thereof
that would impair the value of any Additional  Assigned  Rights or the rights or
interests of the Seller  thereunder or of the Agent or any Owner or  Indemnified
Party hereunder or thereunder.

     SECTION 5.04. Affirmative Covenants of the Servicer.
     ---------------------------------------------------
     Until the later of (i) the  Commitment  Termination  Date and (ii) the date
upon which no Capital  for any  Receivable  Interest  shall be  existing  and no
Yield,  fees or other amounts remain unpaid under this  Agreement,  the Servicer
will, unless the Agent shall otherwise consent in writing:

     (a) Compliance with Laws, Etc.
         -------------------------
     Comply  in  all  material   respects  with  all  applicable  laws,   rules,
regulations  and orders with respect to it and all Pool  Receivables and related
Contracts, Related Security and Collections with respect thereto.

     (b) Preservation of Corporate Existence.
         -----------------------------------
     Preserve and maintain  its  corporate  existence,  rights,  franchises  and
privileges  in the  jurisdiction  of its  incorporation,  and qualify and remain
qualified in good standing as a foreign  corporation in each jurisdiction  where
the  failure to  preserve  and  maintain  such  qualification  would  materially
adversely  affect the  interests of the Owners or the Agent  hereunder or in the
Pool Receivables and Related Security, or the ability of the Servicer to perform
its obligations hereunder.

     (c) Books of Accounts.
         -----------------
     Maintain and implement  administrative and operating procedures (including,
without  limitation,  an ability to recreate records evidencing Pool Receivables
in the event of the destruction of the originals thereof), and keep and maintain
all documents,  books,  records and other  information  reasonably  necessary or
advisable  for  the  collection  of all  Pool  Receivables  (including,  without
limitation,  records  adequate to permit the daily  identification  of each Pool
Receivable,  the Outstanding Balance of each Pool Receivable and the dates which
payments are due thereon and all Collections of and adjustments to each existing
Pool Receivable).

     (d) Performance and Compliance with Contracts and Credit and Collection
         -------------------------------------------------------------------
         Policy.
         ------
     At its expense, timely and fully (i) perform, or cause to be performed, and
comply  in all  material  respects  with,  or cause to be  complied  with in all
material  respects,  all  material  provisions,  covenants  and  other  promises
required  to be  observed  by  it  under  the  Contracts  related  to  the  Pool
Receivables,  and  timely and fully  comply in all  material  respects  with the
Credit and Collection  Policy in regard to the Pool  Receivables and the related
Contracts and (ii) as beneficiary of any Related Security,  enforce such Related
Security as reasonably requested by the Agent.


                                       45


<PAGE>


     (e) Examination of Records; Audits.
         ------------------------------
     (i) From  time to time  upon two  days  prior  notice  and  during  regular
business  hours as  requested by the Agent,  permit the Agent,  or its agents or
representatives,  (A) to  examine  and make  copies  of and  abstracts  from all
Records in the  possession or under the control of any  Originator,  the Seller,
the Servicer, their respective Affiliates or the agents of such Originator,  the
Seller,  the  Servicer  or  their  respective   Affiliates,   relating  to  Pool
Receivables and the Related Security, including, without limitation, the related
Contracts,  and (B) to visit the offices and properties of any  Originator,  the
Seller,  the  Servicer,  their  respective  Affiliates  or the  agents  of  such
Originator,  the Seller, the Servicer, or their respective  Affiliates,  for the
purpose of  examining  such  materials  described  in clause  (A) above,  and to
discuss matters  relating to Pool  Receivables  and the Related  Security or the
Servicer's performance hereunder or under the Contracts with any of the officers
or employees of the Servicer having  knowledge of such matters,  and (ii) at the
request  of the Agent  within 90 days after the end of each  fiscal  year of the
Servicer  commencing  with the fiscal year of the Seller  ending on December 31,
2001, and at the request of the Agent at any time and from time to time upon the
occurrence  and during the  continuance of any Event of Termination or Potential
Event of  Termination,  at the expense of the  Servicer,  cause its  independent
public accountants to perform,  and deliver to the Agent, a written report of an
audit conducted by such accountants with respect to the Pool Receivables, Credit
and Collection Policy,  Lock-Box Account activity and the Servicer's performance
of its  obligations  under this Agreement and the Receivables  Contribution  and
Sale  Agreement on a scope and in a form  reasonably  requested by the Agent for
such audit.

     (f) Keeping of Records and Books of Account.
         ---------------------------------------
     (i) Keep, or cause to be kept, proper books of record and account, in which
full and correct  entries  shall be made of all financial  transactions  and the
assets and business of the Servicer in accordance  with GAAP, (ii) to the extent
Records are in written form,  segregate such Records in file cabinets or storage
containers and appropriately  label such file cabinets or storage  containers to
reflect that the  Receivable  Interests  have been  conveyed to the Owners,  and
(iii)  to the  extent  such  Records  constitute  computer  programs  and  other
non-written  Records,  appropriately  legend  such  Records to reflect  that the
Receivable Interests have been conveyed to the Owners.

     (g) Deposits to Lock-Box Accounts.
         -----------------------------
     Instruct all Obligors to make payments in respect of Pool  Receivables to a
Lock-Box  Account and, if the Servicer shall  otherwise  receive any Collections
(including,  without limitation, any Collections deemed to have been received by
the  Seller  pursuant  to  Section  2.07),  segregate  and  hold in  trust  such
Collections  and  deposit  such  Collections,  or cause such  Collections  to be
deposited,  to a  Lock-Box  Account  within two  Business  Days  following  such
receipt.

     SECTION 5.05. Negative Covenants of the Servicer.
     ------------------------------------------------
     Until the later of (i) the  Commitment  Termination  Date and (ii) the date
upon which no Capital  for any  Receivable  Interest  shall be  existing  and no
Yield,  fees or other amounts remain unpaid under this  Agreement,  the Servicer
will not, without the written consent of the Agent:

     (a) Extension or Amendment of Receivables.
         -------------------------------------
     Except as otherwise  permitted in Section 6.02, extend,  amend or otherwise
modify the terms of any Pool Receivable,  or amend,  modify or waive any term or
condition of any Contract related thereto.


                                       46


<PAGE>

     (b) Change in Business or Credit and Collection Policy.
         --------------------------------------------------
     Make any  change in the  character  of its  business  or in the  Credit and
Collection Policy that would, in either case, be reasonably likely to impair the
collectibility of the Pool Receivables.

     (c) Change in Payment Instructions to Obligors.
         ------------------------------------------
     Add or terminate  any bank as a Lock-Box  Bank or any deposit  account as a
Lock-Box  Account  from those  listed in  Schedule  I, or make any change in the
instructions to Obligors  regarding payments to be made to any Lock-Box Account,
unless the Agent shall have received at least 20 days' prior  written  notice of
such addition,  termination  or change and shall have received,  with respect to
each new Lock-Box Account,  a Lock-Box  Agreement  executed by the Lock-Box Bank
that  maintains  such  Lock-Box  Account  and the Seller or any  Originator,  as
applicable.

     (d) Deposits to Lock-Box Accounts.
         -----------------------------
     Deposit  or  otherwise  credit,  or cause or permit to be so  deposited  or
credited,  to any Lock-Box  Account cash or cash proceeds other than Collections
of Pool Receivables.


                                   ARTICLE VI

                          ADMINISTRATION AND COLLECTION

     SECTION 6.01. Designation of Servicer.
     -------------------------------------
     The Pool Receivables  shall be serviced,  administered and collected by the
Person (the "Servicer") designated to do so from time to time in accordance with
this Section 6.01.  Until the Agent  designates a new  Servicer,  Crown (USA) is
hereby  designated  as, and hereby agrees to perform the duties and  obligations
of,  the  Servicer  pursuant  to the  terms  hereof.  The  Agent may at any time
designate as Servicer any Person  (including  itself) to succeed  Crown (USA) or
any  successor  Servicer,  if such  Person  (other than  itself)  shall agree in
writing to perform the duties and  obligations  of the Servicer  pursuant to the
terms  hereof.  The  Servicer  may  subcontract  with each other  Originator  to
service,  administer or collect the Pool  Receivables that such other Originator
creates,  and may,  with the prior  consent of the Agent,  subcontract  with any
other Person to service,  administer or collect the Pool  Receivables,  provided
that  such  other   Originator  or  other  Person  with  whom  the  Servicer  so
subcontracts  shall not become the Servicer  hereunder  and the  Servicer  shall
remain liable for the  performance of the duties and obligations of the Servicer
pursuant to the terms hereof.

     SECTION 6.02. Duties of Servicer.
     --------------------------------
     (a) The  Servicer  shall  take or cause to be taken  all such  commercially
reasonable  actions  as may be  necessary  or  advisable  to  collect  each Pool
Receivable from time to time, all in accordance with applicable  laws, rules and
regulations,  with  reasonable  care and diligence,  and in accordance  with the
Credit and Collection  Policy.  Each of the Seller, the Purchasers and the Agent
hereby appoints as its agent the Servicer, from time to time designated pursuant
to Section 6.01, to enforce its respective rights and interests in and under the
Pool Receivables, the Related Security and the related Contracts.


                                       47


<PAGE>

     (b) The  Servicer  shall set aside and hold in trust for the account of the
Seller and each Owner their  respective  allocable  shares of the Collections of
Pool  Receivables  in accordance  with Sections 2.05 and 2.06,  but shall not be
required  (unless  otherwise  requested  by the  Agent) to  segregate  the funds
constituting such portion of such Collections prior to the remittance thereof in
accordance  with such Sections.  If instructed by the Agent,  the Servicer shall
segregate  and deposit  with a bank (which may be  Citibank)  designated  by the
Agent such allocable share of Collections of Pool Receivables set aside for each
Owner on the first  Business  Day  following  receipt  by the  Servicer  of such
Collections.  If no Event of Termination or Potential Event of Termination shall
have occurred and be continuing,  Crown (USA), while it is the Servicer, may, in
accordance  with the Credit and  Collection  Policy,  (i) extend the maturity or
adjust the  Outstanding  Balance of any Defaulted  Receivable as Crown (USA) may
determine to be appropriate  to maximize  Collections  thereof,  (ii) extend the
term of any  Contract  and (iii)  adjust any other terms and  conditions  of any
Contract if, but only if (in the case of this clause (iii)),  the Servicer gives
at least two Business  Days' prior  written  notice of such  adjustments  to the
Agent and the Agent agrees in writing to such adjustments.

     (c) The Servicer shall  administer the  Collections in accordance  with the
procedures  described  herein and in Section 2.07.  The Servicer shall set aside
and hold in trust for the account of the Seller in  accordance  with  subsection
(b) of this Section 6.02, (i) the Seller's allocable share of the Collections of
Pool  Receivables less all reasonable  out-of-pocket  costs and expenses of such
Servicer of servicing,  administering and collecting the Pool Receivables to the
extent not covered by the Servicer  Fee received by it and (ii) the  Collections
of any  Receivable  which is not a Pool  Receivable in  accordance  with Section
2.07. The Servicer shall,  if not Crown (USA), as soon as practicable  following
receipt,  turn over to the Seller any cash  collections  or other cash  proceeds
received with respect to Receivables not constituting Pool Receivables.

     (d) The  Servicer  shall hold in trust for the Seller  and each  Owner,  in
accordance with their respective interests,  all Records that evidence or relate
to the Pool Receivables.  The Servicer shall, upon the occurrence and during the
continuance  of any  Event of  Termination,  and at the  request  of the  Agent,
provide to the Agent the Records with respect to the Pool Receivables.

     (e) The  Servicer  shall,  from time to time at the  request  of the Agent,
furnish to the Agent  (promptly  after any such  request) a  calculation  of the
amounts set aside for each Owner pursuant to Section 2.05 or 2.06.

     SECTION 6.03. Rights of the Agent.
     ---------------------------------
     (a) The Agent is hereby  authorized at any time to date,  and to deliver to
the Lock-Box Banks, the Lock-Box Notices referred to in the Lock-Box Agreements.
The Seller  and Crown  (USA)  each  hereby,  when the Agent  shall  deliver  the
Lock-Box  Notices to the Lock-Box  Banks,  transfers to the Agent the  exclusive
ownership,  dominion and control of the Lock-Box  Accounts to which the Obligors
of Pool Receivables shall make payments,  and shall take any further action that
the Agent may reasonably request to effect such transfer. Further, the Agent may
notify at any time and at the Seller's expense the Obligors of Pool Receivables,
or any of them, of the ownership of Receivable Interests by the Owners.

     (b) At any time  following the  designation  of a Servicer other than Crown
(USA) pursuant to Section 6.01:


                                       48


<PAGE>

          (i) The Agent may direct the Obligors of Pool  Receivables,  or any of
          them,  to make  payment  of all  amounts  due or to become  due to the
          Seller  under  any  Pool  Receivable  directly  to  the  Agent  or its
          designee.

          (ii) The Seller and Crown (USA) each shall, at the Agent's request and
          at the  Seller's  and  Crown  (USA)'s  expense,  give  notice  of such
          ownership  to such  Obligors  and  direct  them to make such  payments
          directly to the Agent or its designee.

          (iii) The Seller and Crown (USA) each shall,  at the Agent's  request,
          (A) assemble all of the Records  which  evidence or relate to the Pool
          Receivables,  and the related Contracts and Related Security, or which
          are otherwise  necessary or desirable to collect the Pool Receivables,
          and shall make the same  available to the Agent at a place  reasonably
          selected by the Agent or its  designee,  and (B)  segregate  all cash,
          checks  and  other  instruments  received  by it  from  time  to  time
          constituting  Collections of Pool  Receivables in a manner  reasonably
          acceptable to the Agent and shall,  promptly  upon receipt,  remit all
          such cash, checks and instruments, duly endorsed or with duly executed
          instruments of transfer, to the Agent or its designee.

          (iv) The Agent may take any and all  commercially  reasonable steps in
          the Seller's or Crown (USA)'s name and on behalf of the Seller and the
          Owners necessary or desirable,  in the  determination of the Agent, to
          collect all amounts due under any and all Pool Receivables, including,
          without  limitation,  endorsing  the Seller's or Crown (USA)'s name on
          checks and other instruments representing Collections,  enforcing such
          Pool Receivables and the related Contracts, and adjusting, settling or
          compromising the amount or payment thereof,  in the same manner and to
          the same extent as the Seller or Crown (USA) might have done.

     SECTION 6.04. Responsibilities of the Seller.
     --------------------------------------------
     Anything herein to the contrary notwithstanding:

     (a) The Seller and Crown (USA) each shall  perform  all of its  obligations
under the  Contracts  related to the Pool  Receivables  to the same extent as if
Receivable  Interests had not been sold  hereunder and the exercise by the Agent
of its rights  hereunder  shall not release  Crown (USA) or the Seller from such
obligations  or its  obligations  with respect to Pool  Receivables or under the
related Contracts; and

     (b) Neither the Agent nor the Owners shall have any obligation or liability
with respect to any Pool Receivables or related Contracts, nor shall any of them
be obligated to perform any of the obligations of the Seller thereunder.



                                       49


<PAGE>

     SECTION 6.05. Further Action Evidencing Purchases.
     -------------------------------------------------
     (a) The Seller and the Servicer  each agrees that from time to time, at its
expense,  it will  promptly  execute and deliver  all  further  instruments  and
documents, and take all further action, that may be necessary, or that the Agent
may reasonably request, in order to perfect,  protect or more fully evidence the
Receivable Interests purchased by the Owners hereunder, or to enable any of them
or the Agent to exercise and enforce any of their respective rights and remedies
hereunder or under the  Certificates.  Without  limiting the  generality  of the
foregoing,  the Seller and the Servicer each will upon the request of the Agent:
(i) execute and file such financing or  continuation  statements,  or amendments
thereto or assignments thereof, and such other instruments or notices, as may be
necessary, or as the Agent may reasonably request, in order to perfect,  protect
or evidence such  Receivable  Interests;  (ii) mark  conspicuously  each invoice
evidencing  each  Pool  Receivable  and  the  related  Contract  with a  legend,
acceptable to the Agent,  evidencing  that such  Receivable  Interests have been
sold in  accordance  with  this  Agreement;  and  (iii)  mark  its  master  data
processing  records  evidencing such Pool Receivables and related Contracts with
such legend.

     (b) The Seller hereby authorizes the Agent to file one or more financing or
continuation  statements,   and  amendments  thereto  and  assignments  thereof,
relating to all or any of the  Contracts,  or Pool  Receivables  and the Related
Security  and  Collections  with  respect  thereto,  now  existing or  hereafter
arising, without the signature of the Seller where permitted by law. A photocopy
or other reproduction of this Agreement or any financing  statement covering all
or any of the  Contracts,  or Pool  Receivables  and the  Related  Security  and
Collections  with respect  thereto shall be sufficient as a financing  statement
where permitted by law.

     (c) If the Servicer or the Seller fails to perform any agreement  contained
herein,  then after notice to the  Servicer or the Seller,  as  applicable,  the
Agent may itself  perform,  or cause  performance  of, such  agreement,  and the
reasonable  costs and  expenses of the Agent  incurred in  connection  therewith
shall be  payable  by the  Seller  under  Section  10.01 or  Section  11.04,  as
applicable.


                                  ARTICLE VII

                              EVENTS OF TERMINATION

     SECTION 7.01. Events of Termination.
     -----------------------------------
     If any of the following events ("Events of Termination") shall occur and be
continuing:

     (a) The Seller or the  Servicer  (if Crown (USA) or any of its  Affiliates)
shall fail to make any  payment or deposit to be made by it  hereunder  when due
and such failure  remains  unremedied  for one Business Day, or the Servicer (if
Crown (USA) or any of its Affiliates) shall fail to perform or observe any other
term,  covenant  or  agreement  contained  in this  Agreement  on its part to be
performed or observed (other than any such term, covenant or agreement contained
in Article (V)) and such failure remains unremedied for five Business Days; or

     (b) Any representation or warranty made or deemed made by the Seller or any
Originator  or the  Parent  (or any of their  respective  officers)  under or in
connection  with this  Agreement  or any other  Transaction  Document  or in any
Seller  Report,  Weekly  Report or Daily  Report or any  other  written  report,
certificate  or  information  delivered  by or on  behalf  of the  Seller or any
Originator or the Parent (or any of their respective  officers)  pursuant hereto
or thereto, shall prove to have been incorrect in any material respect when made
or deemed made or delivered; or


                                       50

<PAGE>

     (c) The Seller or the  Servicer  (if Crown (USA) or any of its  Affiliates)
shall fail to perform or observe any term,  covenant or  agreement  contained in
Section  5.01(e),  5.01(g),  5.02(b),  5.03,  5.04(e),  5.04(g)  or 5.05 of this
Agreement, or any Originator shall fail to perform or observe any term, covenant
or agreement  contained in Section 4.01(g),  4.01(i),  4.01(j)(v) or 4.02 of the
Receivables Contribution and Sale Agreement; or

     (d) The Seller,  Crown (USA) (other than in its capacity as Servicer),  any
Originator  or the Parent  shall fail to  perform  or  observe  any other  term,
covenant or  agreement  contained in any  Transaction  Document to which it is a
party on its part to be performed or observed and any such failure  shall remain
unremedied for 10 days after written notice thereof shall have been given to the
Seller,  Crown (USA),  such Originator or the Parent, as the case may be, by the
Agent; or

     (e) The Seller or Crown (USA) or the Parent shall fail to pay any principal
of,  or  premium  or  interest  on,  any of its Debt  that is  outstanding  in a
principal  amount  of  at  least  $9,500,  in  the  case  of  the  Seller,   and
$100,000,000,  in the case of Crown (USA) or the Parent,  either individually or
in the  aggregate  when the same  becomes due and payable  (whether by scheduled
maturity,  required  prepayment,  acceleration,  demand or otherwise),  and such
failure shall continue after the applicable grace period,  if any,  specified in
the  agreement  or  instrument  relating to such Debt;  or any other event shall
occur or condition shall exist under any agreement or instrument relating to any
such  Debt and  shall  continue  after  the  applicable  grace  period,  if any,
specified  in such  agreement  or  instrument,  if the  effect of such  event or
condition is to accelerate,  or to permit the  acceleration  of, the maturity of
such Debt; or any such Debt shall be declared to be due and payable, or required
to be  prepaid  (other  than  by a  regularly  scheduled  required  prepayment),
redeemed,  purchased or  defeased,  or an offer to prepay,  redeem,  purchase or
defease such Debt shall be required to be made, in each case prior to the stated
maturity thereof; or

     (f) Any Purchase or any reinvestment pursuant to Section 2.05 shall for any
reason  (other  than  pursuant  to the terms  hereof)  cease to  create,  or any
Receivable  Interest  shall for any  reason  cease to be, a valid and  perfected
first priority undivided  percentage  ownership interest or security interest to
the  extent  of the  pertinent  Receivable  Interest  in  each  applicable  Pool
Receivable and the Related  Security and Collections with respect thereto or any
Certificate  shall  for any  reason  cease  to  evidence  in the  Owner  of such
Receivable Interest legal and equitable title to, and ownership of, an undivided
percentage  ownership  interest or security  interest  in Pool  Receivables  and
Related Security to the extent of such Receivable Interest; or

     (g) The Seller, the Servicer (if Crown (USA) or any of its Affiliates), the
Parent or any Originator  shall generally not pay its debts as such debts become
due, or shall  admit in writing its  inability  to pay its debts  generally,  or
shall make a general assignment for the benefit of creditors;  or any proceeding
shall be  instituted  by or against the Seller,  the Servicer (if Crown (USA) or
any of its Affiliates),  the Parent or any Originator seeking to adjudicate it a
bankrupt or  insolvent,  or seeking  liquidation,  winding  up,  reorganization,
arrangement,  adjustment,  protection, relief, or composition of it or its debts
under any law relating to bankruptcy,  insolvency or reorganization or relief of
debtors,  or seeking  the entry of an order for relief or the  appointment  of a
receiver,  trustee,  custodian  or  other  similar  official  for it or for  any
substantial  part  of its  property  and,  in the  case of any  such  proceeding
instituted  against  it (but not  instituted  by it)  that is  being  diligently
contested by it in good faith,  either such proceeding shall remain  undismissed
or  unstayed  for a period  of 30 days,  or any of the  actions  sought  in such
proceeding  (including,  without  limitation,  the entry of an order for  relief
against, or the appointment of a receiver,  trustee,  custodian or other similar
official for, it or for any  substantial  part of its property)  shall occur; or
the Seller,  the Servicer (if Crown (USA) or any of its Affiliates),  the Parent
or any  Originator  shall  take any  corporate  action to  authorize  any of the
actions set forth above in this subsection (g); or


                                       51


<PAGE>

     (h) The Net  Receivables  Pool Balance  shall be less than the Required Net
Receivables Pool Balance for a period of two consecutive  Business Days or more;
or

     (i) Since  December  31, 2000,  there shall have been any material  adverse
change in the financial  condition or operations of the Seller or Crown (USA) or
the Parent or any  Originators,  other than to the extent expressly set forth on
Schedule V hereto or  disclosed  in any public  filing  prior to the date hereof
with the  Securities and Exchange  Commission,  or there shall have occurred any
event  which  materially  adversely  affects  the  collectibility  of  the  Pool
Receivables,  or there shall have  occurred  any other  event  which  materially
adversely  affects  the  ability of the  Servicer  (if Crown (USA) or any of its
Affiliates) to collect Pool Receivables or the ability of the Servicer (if Crown
(USA) or any of its Affiliates) to perform  hereunder,  other than to the extent
expressly set forth on Schedule V hereto or disclosed in any public filing prior
to the date hereof with the Securities and Exchange Commission; or

     (j) Any provision of any Transaction Document shall for any reason cease to
be a legal,  valid and binding  obligation of the Seller, the Servicer (if Crown
(USA) or any of its Affiliates), the Parent or any Originator, as applicable, or
the Seller,  the Servicer (if Crown (USA) or any of its Affiliates),  the Parent
or any Originator, as applicable, shall so state in writing; or

     (k) The Parent, or another  corporation owned directly or indirectly by the
stockholders  of the  Parent  in  substantially  the same  proportions  as their
ownership of stock of the Parent,  shall cease to own,  directly or  indirectly,
100% of the outstanding shares of stock of the Seller; or

     (l) A Change of Control shall occur; or

     (m) Section 3, 6 or 7 of the charter,  or Section 1, 3, 4, or 16 of Article
II of the  by-laws,  of the Seller shall be amended,  supplemented  or otherwise
modified without consent of the Agent;

then, and in any such event,  the Agent shall,  at the request,  or may with the
consent,  of the Required  Purchasers,  by notice to the Seller and the Servicer
declare  the  Commitment  Termination  Date  to  have  occurred,  whereupon  the
Commitment Termination Date shall forthwith occur; provided that,  automatically
upon the  occurrence of any event  (without any  requirement  for the passage of
time or the giving of  notice,  or both)  described  in  subsection  (g) of this
Section 7.01, the  Commitment  Termination  Date shall occur,  and the Agent may
replace the Servicer  pursuant to Section 6.01.  Upon any such occurrence of the
Commitment Termination Date, the Agent and each Owner shall have, in addition to
all other  rights and remedies  under this  Agreement  or  otherwise,  all other
rights  and  remedies  provided  under  the  PPSA or the  UCC of the  applicable
jurisdiction  and other  applicable  laws,  which  rights  shall be  cumulative.
Without  limiting  the  foregoing  or the  general  applicability  of Article IX
hereof,  any Owner may elect to assign  any  Receivable  Interest  owned by such
Owner to an Assignee  pursuant to Section 9.01  following the  occurrence of any
Event of Termination.


                                       52


<PAGE>

                                  ARTICLE VIII

                                    THE AGENT

     SECTION 8.01. Authorization and Action.
     --------------------------------------
     Each Purchaser hereby appoints and authorizes the Agent to take such action
as agent on its behalf and to  exercise  such powers and  discretion  under this
Agreement  and the other  Transaction  Documents and the other  instruments  and
documents  delivered  pursuant hereto as are delegated to the Agent by the terms
hereof and thereof,  together with such powers and  discretion as are reasonably
incidental thereto.  The Agent agrees to give to each Purchaser prompt notice of
each notice (including,  without limitation, each report and financial statement
received  hereunder or under any other Transaction  Document) given to the Agent
by the Seller, the Servicer,  the Parent or an Originator  pursuant to the terms
of this Agreement or any other Transaction Document.

     SECTION 8.02. Agent's Reliance, Etc.
     -----------------------------------
     Neither the Agent nor any of its directors,  officers,  agents or employees
shall be liable  for any  action  taken or  omitted to be taken by it or them as
Agent  under or in  connection  with this  Agreement  or any  other  Transaction
Document  or  any  other  instrument  or  document   delivered  pursuant  hereto
(including,   without  limitation,  the  Agent's  servicing,   administering  or
collecting Pool  Receivables as Servicer  pursuant to Section 6.01),  except for
its or their own gross  negligence or willful  misconduct.  Without limiting the
generality  of the  foregoing,  except as otherwise  agreed by the Agent and any
Owner, the Agent: (i) may consult with legal counsel  (including counsel for the
Seller,  the Servicer or any  Originator),  independent  public  accountants and
other  experts  selected  by it and shall not be liable for any action  taken or
omitted  to be taken in good faith by it in  accordance  with the advice of such
counsel, accountants or experts; (ii) makes no warranty or representation to any
Owner and shall not be responsible to any Owner for any  statements,  warranties
or representations  (whether written or oral) made in or in connection with this
Agreement or any other Transaction  Document or any other instrument or document
delivered  pursuant  hereto;  (iii) shall not have any duty to  ascertain  or to
inquire as to the  performance  or observance of any of the terms,  covenants or
conditions  of this  Agreement  or any other  Transaction  Document or any other
instrument or document  delivered  pursuant  hereto on the part of the Seller or
any  Originator or to inspect the property  (including the books and records) of
the Seller or any Originator; (iv) shall not be responsible to any Owner for the
due execution, legality, validity, enforceability,  genuineness,  sufficiency or
value  of  this  Agreement  or any  other  Transaction  Document  or  any  other
instrument or document furnished pursuant hereto, or the perfection, priority or
value of any ownership  interest or security interest created or purported to be
created hereunder or under the Receivables  Contribution and Sale Agreement; and
(v) shall incur no liability  under or in respect of this Agreement or any other
Transaction  Document or any other  instrument  or document  delivered  pursuant
hereto by acting  upon any  notice  (including  notice by  telephone),  consent,
certificate  or  other  instrument  or  writing  (which  may  be by  telecopier,
telegram,  cable or telex) reasonably believed by it to be genuine and signed or
sent by the proper party or parties.


                                       53


<PAGE>

     SECTION 8.03. Citibank and Affiliates.
     -------------------------------------
     With respect to any Receivable  Interest  owned by it,  Citibank shall have
the same  rights and  powers  under this  Agreement  as any other  Owner and may
exercise the same as though it were not the Agent.  Citibank and its  Affiliates
may generally  engage in any kind of business with the Seller or any  Originator
or any Obligor,  any of their  respective  Affiliates  and any Person who may do
business with or own  securities of the Seller or any  Originator or any Obligor
or any of their respective Affiliates, all as if Citibank were not the Agent and
without any duty to account therefor to the Owners.

     SECTION 8.04. Purchase Decisions.
     --------------------------------
     Each Purchaser acknowledges that it has, independently and without reliance
upon the  Agent or any of its  Affiliates  or any other  Purchaser  or Owner and
based on such documents and information as it has deemed  appropriate,  made its
own  evaluation  and  decision  to enter  into this  Agreement  and to  purchase
undivided ownership interests in Pool Receivables hereunder. Each Purchaser also
acknowledges  that it shall,  independently and without reliance upon the Agent,
any of its  Affiliates  or any  other  Purchaser  or  Owner  and  based  on such
documents and information as it shall deem appropriate at the time,  continue to
make its own decisions in taking or not taking action under this Agreement.

     SECTION 8.05. Indemnification.
     -----------------------------
     The  Purchasers  agree to  indemnify  the Agent (to the extent not promptly
reimbursed by the Seller),  ratably  according to the Receivable  Interests then
owned by them (or,  if no  Receivable  Interest  is at that time  owned by them,
ratably according to their respective  Commitments) from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or disbursements  of any kind or nature  whatsoever that may be
imposed on, incurred by, or asserted against the Agent in any way relating to or
arising out of this  Agreement  or any other  Transaction  Document or any other
instrument or document  furnished pursuant hereto or any action taken or omitted
by the Agent under this Agreement or any other Transaction  Document or any such
instrument  or  document;  provided  that no  Purchaser  shall be liable for any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits, costs,  expenses or disbursements  resulting from the Agent's
gross negligence or willful misconduct. Without limitation of the foregoing, the
Purchasers  agree to reimburse the Agent,  ratably  according to the  Receivable
Interests  then owned by them (or,  if no  Receivable  Interest  is at that time
owned by any of  them,  ratably  according  to  their  respective  Commitments),
promptly upon demand for any costs and expenses (including,  without limitation,
reasonable fees and disbursements of counsel) payable by the Seller to the Agent
under Section 11.04, to the extent that the Agent is not promptly reimbursed for
such costs and expenses by the Seller.


                                       54


<PAGE>




                                   ARTICLE IX

                       ASSIGNMENT OF RECEIVABLE INTERESTS

     SECTION 9.01. Assignment.
     ------------------------
     (a) Each Purchaser may assign to any Assignee,  and any Assignee may assign
to any other Assignee,  any Receivable Interest.  Upon any such assignment,  (i)
the Assignee  thereof shall become an Owner of such Receivable  Interest for all
purposes of this Agreement and (ii) the Owner assignor  thereof shall relinquish
its rights with  respect to such  Receivable  Interest  for all purposes of this
Agreement.  Such  assignment  shall be upon  such  terms and  conditions  as the
assignor and the Assignee of such Receivable  Interest may mutually  agree;  the
parties thereto shall deliver to the Agent an Assignment,  duly executed by such
parties;  and such  assignor  shall  promptly  execute  and  deliver all further
instruments and documents,  and take all further  action,  that the Assignee may
reasonably  request in order to  perfect,  protect or more  fully  evidence  the
Assignee's right, title and interest in and to such Receivable Interest,  and to
enable the  Assignee to exercise  or enforce any rights  hereunder  or under the
Certificate.  The Agent  shall  promptly  provide  notice  to the  Seller of any
assignment of any Receivable Interest hereunder.

     (b) By executing  and  delivering  an  Assignment  (in the case of an Owner
assignor)  and  executing  and  accepting  an  Assignment  (in  the  case  of an
Assignee),  the Owner assignor thereunder and the Assignee thereunder confirm to
and agree with each other and the other  parties  hereto as  follows:  (i) other
than  as  provided  in  such   Assignment,   such   assigning   Owner  makes  no
representation  or warranty  and assumes no  responsibility  with respect to any
statements,  warranties or  representations  made in or in connection  with this
Agreement or any other Transaction  Document or any other instrument or document
furnished pursuant hereto or the execution, legality, validity,  enforceability,
genuineness,  sufficiency  or value of this  Agreement or any other  Transaction
Document or any other instrument or document  furnished  pursuant hereto, or the
perfection,  priority or value of any  ownership  interest or security  interest
created  or  purported  to  be  created   hereunder  or  under  the  Receivables
Contribution   and  Sale   Agreement;   (ii)  such  assigning   Owner  makes  no
representation  or warranty  and assumes no  responsibility  with respect to the
financial  condition  of the  Seller  or any  Originator  or the  Parent  or the
performance  or observance by the Seller or any  Originator or the Parent of any
of its obligations under this Agreement or any other Transaction Document or any
other  instrument or document  furnished  pursuant  hereto;  (iii) such Assignee
confirms that it has received copies of this Agreement and the other Transaction
Documents,  together with such other  documents and information as it has deemed
appropriate  to make its own credit  analysis  and  decision  to enter into such
Assignment and to purchase such  Receivable  Interest;  (iv) such Assignee will,
independently  and without reliance upon the Agent, any of its Affiliates,  such
assigning  Owner or any other Owner and based on such documents and  information
as it shall  deem  appropriate  at the  time,  continue  to make its own  credit
decisions  in taking or not taking  action  under this  Agreement  and the other
Transaction Documents and the other instruments and documents furnished pursuant
hereto;  (v) such Assignee appoints and authorizes the Agent to take such action
as agent on its behalf and to  exercise  such powers and  discretion  under this
Agreement  and the other  Transaction  Documents and the other  instruments  and
documents  furnished  pursuant hereto as are delegated to the Agent by the terms
hereof and thereof,  together with such powers and  discretion as are reasonably
incidental  thereto;  and (vi) such Assignee  appoints as its agent the Servicer
from time to time designated  pursuant to Section 6.01 to enforce its respective
rights and interests in and under the Pool  Receivables and the Related Security
and Collections with respect thereto and the related Contracts.


                                       55


<PAGE>



     SECTION 9.02.  Citibank's  Assignment of  Rights and  Obligations to  Other
     ---------------------------------------------------------------------------
                    Initial Purchasers.
                    ------------------
     (a) On the Effective Date,  Citibank hereby sells and assigns to each other
Initial Purchaser, and such other Initial Purchaser hereby purchases and assumes
from  Citibank,  that  percentage  interest which is set forth under the name of
such other  Initial  Purchaser on the  signature  pages hereto (such  percentage
interest being such other Initial Purchaser's  "Percentage  Interest") in and to
(i) Citibank's  rights and obligations  under this Agreement as of the Effective
Date (including, without limitation, Citibank's commitment to make Purchases and
Citibank's  obligation to make  reinvestments  of its interest in Collections of
Pool Receivables from time to time hereunder) and (ii) Citibank's  right,  title
and  interest  in the  existing  Receivable  Interests  owned by Citibank on the
Effective Date,  with the effect that such other Initial  Purchaser shall have a
Commitment  under this  Agreement on and as of the  Effective  Date equal to the
amount set forth as the  "Commitment"  opposite  the name of such other  Initial
Purchaser on the signature pages hereto.

     (b) In  consideration of the payment to the Agent's Account for the account
of Citibank by each Initial  Purchaser other than Citibank of an amount equal to
such  Initial  Purchaser's  Initial  Capital,  being  such  Initial  Purchaser's
Percentage Interest of the existing aggregate Capital attributable to Citibank's
right,  title and interest in the Receivable  Interests owned by Citibank on the
Effective  Date,  Citibank  hereby assigns to such Initial  Purchaser,  and such
Initial Purchaser hereby purchases from Citibank, its Percentage Interest in and
to all  of  Citibank's  right,  title  and  interest  in  and to the  Receivable
Interests purchased by Citibank prior to the Effective Date.

     (c) On the  Effective  Date  Citibank (i)  represents  and warrants to each
other Initial  Purchaser that Citibank is the legal and beneficial  owner of the
interest in the Receivable Interests being assigned by it under Section 9.02 (a)
and (b) and that such interest in such Receivable interests is free and clear of
any Adverse Claim created by Citibank;  (ii) makes no representation or warranty
and assumes no  responsibility  with respect to any  statements,  warranties  or
representations  made in or in  connection  with  this  Agreement  or any  other
Transaction  Document or any other  instrument  or document  furnished  pursuant
hereto,  or the  execution,  legality,  validity,  enforceability,  genuineness,
sufficiency or value of this Agreement or any other Transaction  Document or any
such other instrument or document  furnished pursuant hereto, or the perfection,
priority  or  value of any  ownership  interest  or  security  interest  created
purported  to  be  created  under  this  Agreement  or  under  the   Receivables
Contribution and Sale Agreement;  and (iii) makes no  representation or warranty
and assumes no  responsibility  with respect to the  financial  condition of the
Seller or any  Originator or the Parent or the  performance or observance by the
Seller  or any  Originator  or  Parent  of any of  its  obligations  under  this
Agreement or any other Transaction  Document or any other instrument or document
furnished pursuant hereto.

     (d) On the Effective Date,  each Initial  Purchaser other than Citibank (i)
confirms to Citibank  that it has received a copy of the  Transaction  Documents
together with such other documents and information as it has deemed  appropriate
to make its own  analysis  and  decision  to enter  into this  Agreement  and to
purchase its Percentage  Interest in and to Citibank's right, title and interest
in such Receivable  Interests  being  purchased by such Initial  Purchaser under
this  Section  9.02;  and (ii)  agrees that it will,  independently  and without
reliance upon the Agent, any of its Affiliates,  Citibank or an any former Owner
and based on such documents and information as it shall deem  appropriate at the
time,  continue to make its own  decisions in taking or not taking  action under
this Agreement and the other Transaction Documents and the other instruments and
documents furnished pursuant hereto.


                                       56


<PAGE>

     SECTION 9.03. Purchaser's Assignment of Rights and Obligations.
     --------------------------------------------------------------
     (a) Each Purchaser may assign to any Eligible  Assignee all or a portion of
its rights and obligations under this Agreement (including,  without limitation,
all or a portion of its Commitment and the  Receivable  Interests  owned by it);
provided,  however, that (i) each such assignment shall be a constant, and not a
varying,  percentage  of such  Purchaser's  rights  and  obligations  under this
Agreement  and the  Receivable  Interests  owned by it,  (ii) in the case of any
assignment by any Purchaser  that is not assigning  pursuant  thereto all of its
right and  obligations  under this  Agreement,  (A) the amount of the Commitment
(determined as of the date of the applicable  Assignment and  Acceptance)  being
assigned pursuant to each such assignment shall be at least  $5,000,000,  or (B)
the  aggregate  amount  of all  Commitments  (determined  as of the  date of the
applicable Assignments and Acceptances) being assigned by such Purchaser on such
date to two or more Eligible  Assignees  that are Affiliates of each other shall
be at least  $5,000,000,  (iii)  each such  assignment  shall be to an  Eligible
Assignee,  (iv) the parties to each such assignment shall execute and deliver to
the Agent,  for its acceptance and recording in the Register,  an Assignment and
Acceptance,  together with a processing  and recording fee of $3,500 and (v) the
consent of the Agent and the Seller  (which  consent  shall not be  unreasonably
withheld  or  delayed)  shall  first have been  obtained.  Upon such  execution,
delivery and  acceptance,  from and after the effective  date  specified in each
Assignment and  Acceptance,  which  effective date shall be the later of (x) the
date the Agent receives the executed  Assignment and Acceptance and (y) the date
of such Assignment and Acceptance,  (I) the assignee thereunder shall be a party
hereto and shall have all the rights and  obligations  of a Purchaser  hereunder
and  (II)  the  assigning  Purchaser  shall,  to  the  extent  that  rights  and
obligations  hereunder have been assigned by it pursuant to such  assignment and
acceptance,  relinquish  its rights and be released from its  obligations  under
this Agreement.

     (b) By executing and delivering an Assignment and Acceptance, the assigning
Purchaser and the Assignee  thereunder  confirm to and agree with each other and
the  other  parties  hereto  as  follows:  (i) other  than as  provided  in such
Assignment and Acceptance,  the assigning  Purchaser makes no  representation or
warranty  and  assumes  no  responsibility   with  respect  to  any  statements,
warranties or  representations  made in or in connection  with this Agreement or
any other  Transaction  Document or any other  instrument or document  furnished
pursuant   hereto  or  the  execution,   legality,   validity,   enforceability,
genuineness,  sufficiency  or value of this  Agreement or any other  Transaction
Document or any other instrument or document  furnished  pursuant hereto, or the
perfection,  priority or value of any  ownership  interest or security  interest
created  or  purported  to  be  created   hereunder  or  under  the  Receivables
Contribution  and  Sale  Agreement;   (ii)  the  assigning  Purchaser  makes  no
representation  or warranty  and assumes no  responsibility  with respect to the
financial  condition  of the  Seller  or any  Originator  or the  Parent  or the
performance  or observance by the Seller or any  Originator or the Parent of any
of its obligations under this Agreement or any other Transaction Document or any
other  instrument or document  furnished  pursuant  hereto;  (iii) such Assignee
confirms that it has received copies of this Agreement and the other Transaction
Documents,  together with such other  documents and information as it has deemed
appropriate to make its own analysis and decision to enter into such  Assignment
and Acceptance; (iv) such Assignee will, independently and without reliance upon
the Agent, any of its Affiliates, the assigning Purchaser or any other Purchaser
and based on such documents and information as it shall deem  appropriate at the
time,  continue to make its own  decisions in taking or not taking  action under
this Agreement and the other Transaction Documents and the other instruments and
documents  furnished  pursuant hereto;  (v) such Assignee confirms that it is an
Eligible Assignee;  (vi) such Assignee appoints and authorizes the Agent to take
such  action as agent on its behalf and to exercise  such powers and  discretion
under  this  Agreement  and  the  other  Transaction  Documents  and  the  other
instruments  and  documents  furnished  pursuant  hereto as are delegated to the
Agent by the terms hereof and thereof,  together with such powers and discretion
as are reasonably incidental thereto;  (vii) such Assignee appoints as its agent
the Servicer  from time to time  designated  pursuant to Section 6.01 to enforce
its respective  rights and interests in and under the Pool  Receivables  and the
Related Security and Collections with respect thereto and the related Contracts;
and (viii) such Assignee  agrees that it will perform in  accordance  with their
terms all of the  obligations  which by the terms of this Agreement are required
to be performed by it as a Purchaser.


                                       56


<PAGE>
     (c) The Agent shall  maintain at its office  referred to in Section 11.02 a
copy of each  Assignment  and  Acceptance  delivered to and accepted by it and a
register (the  "Register") for the recordation of the names and addresses of the
Purchasers and the Commitment  of, and each  Receivable  Interest owned by, each
Purchaser from time to time, which Register shall be available for inspection by
the Seller at any reasonable  time and from time to time upon  reasonable  prior
notice.  The entries in the  Register  shall be  conclusive  and binding for all
purposes,  absent manifest error, and the Seller,  the Servicer,  the Purchasers
and the Agent may treat each Person  whose name is recorded in the Register as a
Purchaser hereunder for all purposes of this Agreement.

     (d) Upon its  receipt  of an  Assignment  and  Acceptance  executed  by any
assigning  Purchaser  and  an  assignee  representing  that  it is  an  Eligible
Assignee,  the Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of Exhibit B hereto, (i) accept such Assignment
and  Acceptance  and (ii) give  prompt  notice  thereof  to the  Seller  and the
Servicer.


     SECTION 9.04. Annotation of Certificate.
     ---------------------------------------
     The Agent shall  annotate  the  Certificates  to reflect  assignments  made
pursuant to Section 9.01, 9.02 or 9.03 or otherwise.


                                   ARTICLE X

                                 INDEMNIFICATION

     SECTION 10.01. Indemnities.
     --------------------------
     Without  limiting  any other  rights  that any  Indemnified  Party may have
hereunder or under  applicable  law, and whether or not any of the  transactions
contemplated hereby are consummated,  the Seller hereby agrees to indemnify each
Indemnified Party from and against, and hold each thereof harmless from, any and
all claims,  losses,  liabilities,  costs and  expenses  of any kind  whatsoever
(including, without limitation, reasonable attorneys' fees and expenses) (all of
the foregoing being collectively  referred to as "Indemnified  Amounts") arising
out of, or resulting  from, in whole or in part,  one or more of the  following:
(a) this Agreement or any other  Transaction  Document or any other agreement or
document delivered or to be delivered in connection with this Agreement; (b) the
use of proceeds of any Purchase or  reinvestment;  (c) the interest of any Owner
in any Receivable,  any Contract or any Related Security; or (d) any transaction
contemplated  by this Agreement or any other  Transaction  Document or any other
agreement  or document  delivered or to be  delivered  in  connection  with this
Agreement;  excluding,  however,  Indemnified  Amounts to the  extent  resulting
solely and directly from either (x) the gross  negligence or willful  misconduct
on the part of such Indemnified  Party, or (y) the failure to collect amounts in
respect  of a Pool  Receivable,  to  the  extent  such  failure  results  from a
discharge of the Obligor with respect thereto in a proceeding in respect of such
Obligor under applicable bankruptcy laws or otherwise results from the Obligor's
financial  inability to pay such amounts.  Without  limiting or being limited by
the foregoing and whether or not any of the transactions contemplated hereby are
consummated,  the Seller shall pay on demand to each  Indemnified  Party any and
all amounts  necessary to indemnify such Indemnified  Party from and against any
and all  Indemnified  Amounts which relate to or result from, or which would not
have occurred but for, one or more of the following:


                                       58


<PAGE>



          (i) any Receivable becoming a Pool Receivable which is not at the date
          of the initial creation of an interest  therein  hereunder an Eligible
          Receivable;

          (ii) any  representation  or warranty or statement made or deemed made
          by the Seller (or any of its  officers)  under or in  connection  with
          this Agreement or any other Transaction  Document or any Seller Report
          or Weekly  Report or other  document  delivered  or to be delivered in
          connection  herewith  or with any  other  Transaction  Document  being
          incorrect  in any  material  respect  when  made  or  deemed  made  or
          delivered;

          (iii) the failure by such Seller to comply  with any  applicable  law,
          rule or regulation  with respect to any Pool Receivable or the related
          Contract or any Related Security with respect thereto;  or the failure
          of any Pool Receivable or the related Contract or any Related Security
          with respect  thereto to conform to any such  applicable  law, rule or
          regulation;

          (iv) the failure to vest in the Owner of a Receivable Interest a first
          priority perfected undivided  percentage  ownership  interest,  to the
          extent  of  such  Receivable  Interest,  in  each  Receivable  in,  or
          purported to be in, the Receivables  Pool and the Related Security and
          Collections in respect  thereof,  free and clear of any Adverse Claim;
          or the  failure  of the  Seller  to have  obtained  a  first  priority
          perfected  ownership  interest in the Pool Receivables and the Related
          Security and Collections with respect thereto transferred or purported
          to be transferred to the Seller under the Receivables Contribution and
          Sale Agreement, free and clear of any Adverse Claim;

          (v) the  failure  of the  Seller  to have  filed,  or any delay by the
          Seller in filing, financing statements or other similar instruments or
          documents  under  the  UCC of any  applicable  jurisdiction  or  other
          applicable  laws with respect to any Receivable in, or purported to be
          in, the Receivables  Pool and the Related  Security and Collections in
          respect  thereof,  whether at the time of any Purchase or reinvestment
          or at any  subsequent  time unless such failure  results  directly and
          solely from the Agent's failure to take appropriate action;


                                       59


<PAGE>



          (vi) any dispute,  claim,  offset or defense  (other than discharge in
          bankruptcy  of the  Obligor)  of any  Obligor  to the  payment  of any
          Receivable in, or purported to be in, the Receivables Pool (including,
          without  limitation,  any defense based on the fact or allegation that
          such  Receivable  or the related  Contract  is not a legal,  valid and
          binding  obligation  of  such  Obligor   enforceable   against  it  in
          accordance with its terms), or any other claim resulting from the sale
          of the goods or services  related to such Receivable or the furnishing
          or failure to furnish such goods or services;

          (vii) any failure of the Seller to perform  its duties or  obligations
          in  accordance  with the  provisions  of this  Agreement  or any other
          Transaction Document or to perform its duties or obligations under any
          Contract;

          (viii) any product liability, personal injury, copyright infringement,
          theft of  services,  property  damage,  or other  breach of  contract,
          antitrust,  unfair trade practices or tortious claim arising out of or
          in  connection  with  subject  matter of any  Contract or out of or in
          connection  with any transaction  contemplated by this Agreement,  any
          other  Transaction  Document  or  any  other  instrument  or  document
          furnished pursuant hereto or such Contract;

          (ix) the commingling by the Seller of Collections of Pool  Receivables
          at any time with other funds;

          (x) any action or omission by the Seller,  reducing or  impairing  the
          rights of any Owner of a Receivable Interest under this Agreement, any
          other  Transaction  Document  or  any  other  instrument  or  document
          furnished  pursuant  hereto or  thereto  or with  respect  to any Pool
          Receivable;

          (xi)  any  cancellation  or  modification  of a Pool  Receivable,  the
          related  Contract  or  any  Related   Security,   whether  by  written
          agreement, verbal agreement, acquiescence or otherwise;

          (xii)  any  investigation,  litigation  or  proceeding  related  to or
          arising from this  Agreement,  any other  Transaction  Document or any
          other instrument or document furnished pursuant hereto or thereto,  or
          any transaction  contemplated by this Agreement or any Contract or the
          use of proceeds  from any  Purchase or  reinvestment  pursuant to this
          Agreement,  or the ownership of, or other interest in, any Receivable,
          the related Contract or Related Security;

          (xiii) the  existence of any Adverse  Claim against or with respect to
          any Pool  Receivable,  the related Contract or the Related Security or
          Collections with respect thereto;

          (xiv) any  failure by the Seller to pay when due any taxes,  including
          without limitation sales,  excise or personal property taxes,  payable
          by the  Seller  in  connection  with  any  Receivable  or the  related
          Contract or any Related Security with respect thereto;


                                       60


<PAGE>



          (xv) any claim brought by any Person other than an  Indemnified  Party
          arising from any activity of the Seller in servicing, administering or
          collecting any Pool Receivable;

          (xvi) any failure by any Lock-Box Bank to comply with the terms of the
          Lock-Box Agreement to which it is a party; or

          (xvii)  to the  extent  not  covered  by the  foregoing  clauses,  the
          occurrence and continuance of any Event of Termination.



                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.01. Amendments, Etc.
     ------------------------------
     No amendment or waiver of any provision of this  Agreement,  and no consent
to any  departure  by the Seller or the Servicer  therefrom,  shall be effective
unless in a writing signed by the Agent and the Required  Purchasers and, in the
case of any such amendment, the Seller and the Servicer, and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given; provided, however, that no amendment, waiver or consent
shall

     (a) without the prior written consent of each Purchaser,

          (i)  amend  the  definitions  of  "Eligible  Receivable",   "Defaulted
          Receivable",   "Net   Receivables   Pool  Balance"  or  "Required  Net
          Receivables Pool Balance" or increase the then existing  Concentration
          Limit, or

          (ii) amend, modify or waive any provision of this Agreement in any way
          which would

               (A)  reduce  the  amount of  Capital  or Yield that is payable on
               account of any  Receivable  Interest or delay any scheduled  date
               for  payment  thereof  or  change  the  order of  application  of
               Collections to the payment thereof, or

               (B) impair  any rights  expressly  granted to a  Purchaser  or an
               Owner under this Agreement, or

               (C) reduce  fees  payable by the Seller to or for the  account of
               the  Purchasers  hereunder  or delay the dates on which such fees
               are payable, or

               (D) modify any provisions decreasing the Applicable Reserve, or

          (iii) agree to a different Citibank Rate pursuant to the definition of
          "Citibank Rate", or



                                       61


<PAGE>



          (iv)  amend or waive the Event of  Termination  contained  in  Section
          7.01(g)  relating to the  bankruptcy  of the Seller,  the Servicer (if
          Crown (USA) or any of its  Affiliates),  the Parent or any Originator,
          or

          (v) change the percentage of  Commitments,  or the number of Owners or
          Purchasers,  which shall be required for the Purchasers or any of them
          to take any action hereunder, or

          (vi) amend this Section 11.01, or

          (vii) extend the Commitment Termination Date, or

          (viii)  amend or waive the Event of  Termination  contained in Section
          7.01(h); or

          (ix)  increase  the amount of the Total  Commitment  or amend  Section
          2.01(a), and

     (b)  without  the  consent  of  the  applicable  Purchaser,   increase  the
Commitment  of such  Purchaser  or  subject  such  Purchaser  to any  additional
obligations;

and  provided,  further,  however,  that the Agent shall not,  without the prior
written consent of the Required Purchasers, either (x) agree to any amendment or
waiver of any  provision  of the  Intercreditor  Agreement or (y) consent to any
departure from the Intercreditor  Agreement by any party thereto.

No failure on the part of any  Owner or the Agent to  exercise,  and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder  preclude any other or further
exercise  thereof or the  exercise  of any other  right.  Without  limiting  the
foregoing, each Purchaser is hereby authorized by the Seller upon the occurrence
and during the  continuance  of an Event of  Termination,  to the fullest extent
permitted by law, to setoff and apply any and all deposits  (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time  owing by such  Purchaser  to or for the  credit or the  account of the
Seller  against any and all of the  obligations  of the Seller now or  hereafter
existing  under  this  Agreement  to such  Purchaser  or, if such  Purchaser  is
Citibank, to the Agent or any Affiliate thereof,  irrespective of whether or not
any formal  demand shall have been made under this  Agreement  and although such
obligations  may be  unmatured.  Each  Purchaser  agrees  promptly to notify the
Seller  after any such  setoff  and  application;  provided,  however,  that the
failure to give such  notice  shall not affect the  validity  of such setoff and
application.  The  rights of each  Purchaser  under  this  Section  11.01 are in
addition to other  rights and remedies  (including,  without  limitation,  other
rights of setoff) which such Purchaser may have.




                                       62


<PAGE>



     SECTION 11.02. Notices, Etc.
     ---------------------------
     All notices and other  communications  hereunder  shall,  unless  otherwise
stated  herein,  be  in  writing  (including  telegraphic,   telecopy  or  telex
communication) and mailed, telegraphed, telecopied, telexed or delivered, (i) to
each of the Seller, the Servicer,  the Agent and the Initial Purchasers,  at its
address set forth under its name on the  signature  pages  hereof,  (ii) to each
Purchaser  other than the Initial  Purchasers,  at its address  specified on the
Assignment and Acceptance  pursuant to which it became a Purchaser  hereunder or
(iii) to any party hereto at such other  address as shall be  designated by such
party in a written  notice to the other  parties  hereto.  All such  notices and
communications  shall,  when  mailed,  telegraphed,  telecopied  or telexed,  be
effective  when  deposited  in the mails,  delivered to the  telegraph  company,
transmitted by telecopier or confirmed by telex answerback, respectively, except
that notices and communications to the Agent pursuant to Article II shall not be
effective until received by the Agent.

     SECTION 11.03. Binding Effect; Assignability.
     --------------------------------------------
     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
Seller,  Crown (USA), the Agent and each Owner and their  respective  successors
and assigns, except that neither the Seller nor Crown (USA) shall have the right
to assign its rights or obligations hereunder or any interest herein without the
prior written  consent of the Agent.  This Agreement shall create and constitute
the continuing  obligation of the parties  hereto in accordance  with its terms,
and shall remain in full force and effect until such time,  after the Commitment
Termination Date, as no Capital of any Receivable Interest shall be outstanding;
provided,  however,  that rights and remedies with respect to the  provisions of
Sections 2.10, 2.11, 2.12, 10.01, 11.04, 11.05 and 11.06 shall be continuing and
shall survive any termination of this Agreement.

     SECTION 11.04. Costs and Expenses.
     ---------------------------------
     The Seller agrees to pay, upon receipt of a written invoice,  all costs and
expenses  in  connection   with  the   preparation,   execution,   delivery  and
administration (including periodic auditing of Receivables) of, and searches and
filings in respect of, this Agreement,  the other Transaction  Documents and the
other  documents  and  agreements  to be  delivered  hereunder  and  thereunder,
including,  without  limitation,  the reasonable fees and  disbursements  of (i)
counsel  for the Agent with  respect  thereto and  advising  the Agent as to its
rights and remedies  hereunder  and (ii)  internal and  external  auditors.  The
Seller  further  agrees  to  pay  on  demand  all  costs  and  expenses,  if any
(including, without limitation,  reasonable counsel fees and disbursements),  of
each  Owner,  the  Agent  or any  Affiliate  thereof,  in  connection  with  the
enforcement  (whether through  negotiations,  legal proceedings or otherwise) of
this  Agreement,  the other  Transaction  Documents and the other  documents and
agreements to be delivered in connection herewith or therewith.

     SECTION 11.05. Confidentiality.
     ------------------------------
     Except as otherwise  required by applicable law, each of the parties hereto
agrees to  maintain  the  confidentiality  of this  Agreement,  the  Receivables
Contribution  and Sale  Agreement,  the  Parent  Undertaking,  the  Consent  and
Agreement,   the  Fee  Letter  (and  all  drafts  thereof)  and  all  non-public
information  delivered  in  connection  herewith  in  communications  with third
parties  and  otherwise;   provided  that  this   Agreement,   the   Receivables
Contribution  and Sale  Agreement,  the  Parent  Undertaking,  the  Consent  and
Agreement,  the Fee Letter and such  information  may be disclosed  (i) to third
parties  to  the  extent  such   disclosure   is  made  pursuant  to  a  written
confidentiality  agreement in form and substance substantially identical to this
Section 11.05, (ii) to the Seller's, the Agent's and each Owner's legal counsel,
accountants  and  auditors if they agree to hold it  confidential,  (iii) to any
nationally   recognized  rating  agency,   (iv)  to  bank  examiners  and  other
governmental  authorities that have regulatory powers in respect of the Agent or
any  Purchaser to the extent  required by such bank  examiners  or  governmental
authorities and (v) pursuant to court order or subpoena; provided, however, that
each of the parties  hereto agrees that the  disclosure of this  Agreement,  the
Receivables Contribution and Sale Agreement, the Parent Undertaking, the Consent
and  Agreement,  the Fee Letter or other  information  required to be made by or
pursuant  to court order or  subpoena  will not be made until the other  parties
hereto  have been  notified at least five  Business  Days in advance of any such
disclosure,  unless such  notification  is prohibited by applicable  law or such
court order or subpoena.


                                       63


<PAGE>



     SECTION 11.06. Governing Law.
     ----------------------------
     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE
LAWS OF THE STATE OF NEW YORK.

     SECTION 11.07. Jurisdiction, Etc.
     --------------------------------
     (a) Each of the  parties  hereto  hereby  irrevocably  and  unconditionally
submits,  for itself and its property,  to the nonexclusive  jurisdiction of any
New York State court or Federal court of the United States of America sitting in
New York  City,  and any  appellate  court  from any  thereof,  in any action or
proceeding  arising  out of or relating  to this  Agreement  or any of the other
Transaction  Documents to which it is a party, or for recognition or enforcement
of any  judgment,  and  each  of  the  parties  hereto  hereby  irrevocably  and
unconditionally  agrees  that  all  claims  in  respect  of any such  action  or
proceeding  may be heard and  determined in any such New York State court or, to
the extent  permitted by law, in such Federal court.  Each of the parties hereto
hereby  agrees that service of process in any such action or  proceeding  may be
effected by mailing a summons and  complaint  to it at its address  specified in
Section 11.02 by registered  mail,  return  receipt  requested,  or in any other
manner  permitted by applicable  law.  Each of the parties  hereto agrees that a
final  judgment in any such action or proceeding  shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding  relating to this Agreement
or  any  of  the  other  Transaction  Documents  in  the  courts  of  any  other
jurisdiction.

     (b) Each of the parties hereto irrevocably and  unconditionally  waives, to
the fullest  extent it may legally and  effectively do so, any objection that it
may now or  hereafter  have to the laying of venue of any  action or  proceeding
arising  out of or relating to this  Agreement  or any of the other  Transaction
Documents to which it is a party in any New York State or Federal court. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an  inconvenient  forum to the maintenance of such action or
proceeding in any such court.

     SECTION 11.08. Execution in Counterparts.
     ----------------------------------------
     This Agreement may be executed in any number of counterparts, each of which
when so executed  shall be deemed to be an original  and all of which when taken
together shall constitute one and the same agreement.  Delivery by telecopier of
an executed counterpart of a signature page to this Agreement shall be effective
as delivery of an original executed counterpart of this Agreement.

     SECTION 11.09. Intent of the Parties.
     ------------------------------------
     It  is  the  intention  of  the  parties  hereto  that  each  Purchase  and
reinvestment  shall  convey  to each  Owner,  to the  extent  of its  Receivable
Interests,  an  undivided  ownership  interest in the Pool  Receivables  and the
Related  Security and Collections in respect  thereof and that such  transaction
shall  constitute  a purchase  and sale and not a secured  loan for all purposes
other than for federal income tax purposes.  If, notwithstanding such intention,
the  conveyance of the  Receivable  Interests from the Seller to any Owner shall
ever be recharacterized as a secured loan and not a sale, it is the intention of
the parties hereto that this  Agreement  shall  constitute a security  agreement
under  applicable  law,  and that the Seller  shall be deemed to have granted to
such Owner a duly  perfected  first  priority  security  interest  in all of the
Seller's right, title and interest in, to and under the Pool Receivables and the
Related Security and Collections in respect  thereof,  free and clear of Adverse
Claims.


                                       64


<PAGE>



     SECTION 11.10. Entire Agreement.
     -------------------------------
     This  Agreement  and the other  Transaction  Documents  contain a final and
complete integration of all prior expressions by the parties hereto with respect
to the subject  matter  hereof and shall  constitute  the entire  agreement  and
understanding among the parties hereto with respect to the subject matter hereof
and supersede all prior agreements and understandings, written or oral, relating
to the subject matter hereof.

     SECTION 11.11. Severability of Provisions.
     -----------------------------------------
     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  unenforceability   without   invalidating  the  remaining
provisions  hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

     SECTION 11.12. Waiver of Jury Trial.
     -----------------------------------
     Each of the parties hereto irrevocably waives all right to trial by jury in
any action,  proceeding  or  counterclaim  (whether  based on contract,  tort or
otherwise)  arising  out of or relating  to this  Agreement  or any of the other
Transaction  Documents,  the  Purchases  or  the  actions  of the  Agent  or any
Indemnified Party in the negotiation, administration, performance or enforcement
hereof or thereof.


                                       65


<PAGE>





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

                   CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION

               By: /s/ Michael B. Burns
                   -----------------------------------------------
                   Name:   Michael B. Burns
                   Title:  Vice President and Treasurer

                   Address:        919 Market Street
                                   Wilmington, DE  19801

                   Attention:      Michael B. Burns,
                                   Vice President and Treasurer
                   Telephone No.:  (215) 698-5036
                   Telecopier No.: (215) 676-6011



<PAGE>



                   CROWN CORK & SEAL COMPANY (USA), INC.,
                   as Servicer

               By: /s/ Michael B. Burns
                   -----------------------------------------------
                   Name:   Michael B. Burns
                   Title:  Vice President and Treasurer

                                   One Crown Way
                                   Philadelphia, PA  19154

                   Attention:      Michael B. Burns,
                                   Vice President and Treasurer
                   Telephone No.:  (215) 698-5036
                   Telecopier No.: (215) 676-6011




<PAGE>


                   AGENT
                   -----
                   CITIBANK, N.A., as Agent



               By: /s/ Jeffrey Nitz
                   ----------------------------------------------
                   Name:   Jeffrey Nitz
                   Title:  Vice President

                                   388 Greenwich Street, 19th Floor
                                   New York, New York 10013
                   Attention:      Jeffrey Nitz
                   Telephone No.:  (212) 816-2399
                   Telecopier No.: (212) 816-2613



<PAGE>


                   INITIAL PURCHASERS

                   AMSOUTH CAPITAL CORP.



               By: /s/ Patrick R. Brocker
                   -----------------------------------------------
                   Name:   Patrick R. Brocker
                   Title:  Attorney-in-fact

                                   350 Park Avenue, 20th Floor
                                   New York, New York 10022
                   Attention:      Kevin Rogers
                   Telephone No.:  (212) 955-2237
                   Telecopier No.: (212) 935-7458

                   Commitment:     $20,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained by divinding  twenty (20.00) by
                                        three hundred fifty (350.00).


                   Initial Capital:     $6,000,000
                   ---------------




<PAGE>


                   CITIBANK, N.A.



              By:  /s/ Jeffrey Nitz
                   -----------------------------------------------
                   Name:   Jeffrey Nitz
                   Title:  Vice President

                                   388 Greenwich Street, 19th Floor
                                   New York, New York 10013
                   Attention:      Jeffrey Nitz
                   Telephone No.:  (212) 816-2399
                   Telecopier No.: (212) 816-2613

                   Commitment:     $38,500,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained by  dividing  thirty-eight  and
                                        one half (38.50) by three  hundred fifty
                                        (350.00).

                   Initial Capital:     $11,550,000
                   ---------------




<PAGE>


                   FOOTHILL CAPITAL CORPORATION



              By:  /s/ Rina Shinoda
                   -----------------------------------------------
                   Name:   Rina Shinoda
                   Title:  Vice President

                                   2450 Colorado Avenue, Suite 3000 West
                                   Santa Monica, California 90404
                   Attention:      Juan Barrera, Assistant Vice President
                   Telephone No.:  (310) 453-7312
                   Telecopier No.: (310) 453-7446

                   Commitment:     $50,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained by  dividing  fifty (50.00)  by
                                        three hundred and fifty (350.00).

                   Initial Capital:     $15,000,000
                   ---------------




<PAGE>


                   GMAC BUSINESS CREDIT, L.L.C.



               By: /s/ John Buff
                   ------------------------------------------------
                   Name:   John Buff
                   Title:  Director

                                   461 Fifth Avenue
                                   New York, New York 10017
                   Attention:      John Buff
                   Telephone No.:  (646) 935-2884
                   Telecopier No.: (212) 489-3980

                   Commitment:     $25,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained by dividing twenty-five (25.00)
                                        by three hundred fifty (350.00).

                   Initial Capital:     $7,500,000
                   ---------------




<PAGE>


                   GMAC COMMERCIAL CREDIT, L.L.C.

               By: /s/ Frank Imperat
                   -------------------------------------------------
                   Name:   Frank Imperat
                   Title:  Senior Vice President

                                   1 Penn Plaza, 9th Floor
                                   New York, New York 10019
                   Attention:      Jeff Hagel
                   Telephone No.:  (646) 884-7186
                   Telecopier No.: (212) 884-7396

                   Commitment:     $25,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained by dividing twenty-five (25.00)
                                        by three hundred fifty (350.00).

                   Initial Capital:     $7,500,000
                   ---------------




<PAGE>


                   HELLER FINANCIAL, INC.



             By:    /s/ Thomas W. Bukowski
                   -------------------------------------------------
                   Name:   Thomas W. Bukowski
                   Title:  Senior Vice President

                                   622 Third Avenue, 32nd Floor
                                   New York, New York 10017
                   Attention:      Albert Forzano
                   Telephone No.:  (212) 880-2916
                   Telecopier No.: (212) 880-7002

                   Commitment:     $38,500,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   ------------------
                                        obtained  by  dividing  thirty-eight and
                                        one half (38.50) by three hundred  fifty
                                        (350.00).

                   Initial Capital:     $11,550,000
                   ---------------




<PAGE>


                   IBJ WHITEHALL BUSINESS CREDIT CORPORATION



              By:  /s/ John N. Favale
                   -------------------------------------------------
                   Name:   John N. Favale
                   Title:  Assistant Vice President

                                   One State Street
                                   New York, New York 10004
                   Attention:      John Favale
                   Telephone No.:  (212) 858-2505
                   Telecopier No.: (212) 585-2151

                   Commitment:     $15,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained by dividing fifteen (15.00)  by
                                        three hundred fifty (350.00).

                   Initial Capital:     $4,500,000
                   --------------




<PAGE>


                   MUIRFIELD TRADING LLC



              By:  /s/ Ann E. Morris
                   -------------------------------------------------
                   Name:   Ann E. Morris
                   Title:  Assistant Vice President

                                   c/o Banc of America Securities LLC
                                   100 North Tyron Street
                                   NC1-007-06-07
                   Attention:      Annabet Morris
                   Telephone No.:  (704) 387-1939
                   Telecopier No.: (704) 388-0648

                   Commitment:      $3,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained  by  dividing  three (3.00)  by
                                        three hundred fifty (350.00).

                   Initial Capital:     $900,000
                   ---------------




<PAGE>


                   NATIONAL CITY COMMERCIAL FINANCE, INC.



               By: /s/ Dannion C. McGary
                   ---------------------------------------------------------
                   Name:   Dannion C. McGary
                   Title:  Vice President

                                    1965 East Sixth Street
                                    Suite 400, Loc. 3049
                                    Cleveland, Ohio 44114-2214
                   Attention:       Dennis G Hatvany, Vice President
                   Telephone No.:   (216) 222-9002
                   Telecopier No.:  (216) 575-9555

                   Commitment:      $25,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained by dividing twenty-five (25.00)
                                        by three hundred fifty (350.00).

                   Initial Capital:     $7,500,000
                   ---------------




<PAGE>


                   RZB FINANCE LLC



               By: /s/ John A. Valiska     /s/  Pearl Geffers
                   -------------------------------------------------
                   Name:   John A. Valiska      Pearl Geffers
                   Title:  Vice President       First Vice President

                                   113 Avenue of the Americas
                                   New York, New York 10036
                   Attention:      John Valiska
                   Telephone No.:  (212) 845-4130
                   Telecopier No.: (212) 944-2093

                   Commitment:     $10,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained  by  dividing  ten  (10.00)  by
                                        three hundred fifty (350.00).

                   Initial Capital:     $3,000,000
                   ---------------




<PAGE>


                   SIEMENS FINANCIAL SERVICES, INC.



              By:  /s/ Frank Amodio
                   -------------------------------------------------
                   Name:   Frank Amodio
                   Title:  Vice President - Credit

                                   200 Somerset Corporate Blvd.
                                   Bridgewater, NJ 08807
                   Attention:      Karen De Lauro
                   Telephone No.:  (908) 575-4071
                   Telecopier No.: (908) 575-4060

                   Commitment:     $15,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained by dividing  fifteen (15.00) by
                                        three hundred fifty (350.00).

                   Initial Capital:     $4,500,000
                   ---------------




<PAGE>


                   THE CIT GROUP/COMMERCIAL SERVICES, INC.



               By: /s/ John J. McKenna
                   -------------------------------------------------
                   Name:   /s/ John J. McKenna
                   Title:  Senior Vice President

                                   1211 Avenue of the Americas
                                   New York, New York 10036
                   Attention:      Anthony Montemarano
                   Telephone No.:  (212) 382-6826
                   Telecopier No.: (212) 382-6814

                   Commitment:     $50,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained by  dividing fifty  (50.00)  by
                                        three hundred fifty (350.00).

                   Initial Capital:     $15,000,000
                   ---------------




<PAGE>


                   THE PROVIDENT BANK



               By: /s/ Brent S. Vandermyde
                   -------------------------------------------------
                   Name:   Brent S. Vandermyde
                   Title:  Assistant Vice President

                                   One East Fourth Street, ML 249A
                                   Cincinnati, Ohio 45202
                   Attention:      Brent Vandermyde, AVP
                   Telephone No.:  (513) 639-4889
                   Telecopier No.: (513) 639-1588

                   Commitment:     $10,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained  by  dividing  ten  (10.00)  by
                                        three hundred fifty (350.00).

                   Initial Capital:     $3,000,000
                   ---------------




<PAGE>


                   TRANSAMERICA BUSINESS CAPITAL CORPORATION



               By: /s/ Michael S. Burns
                   -------------------------------------------------
                   Name:   Michael S. Burns
                   Title:  Senior Vice President

                                   555 Theodore Fremd Avenue, Suite C-301
                                   Rye, New York 10580
                   Attention:      Barry S. Fein, Vice President
                   Telephone No.:  (914) 925-7230
                   Telecopier No.: (914) 921-5883

                   Commitment:     $25,000,000
                   ----------

                   Percentage Interest: The quotient, expressed as a percentage,
                   -------------------
                                        obtained by dividing twenty-five (25.00)
                                        by three hundred fifty (350.00).

                   Initial Capital:     $7,500,000
                   ---------------


































<PAGE>





                                                        EXECUTION COPY









                         RECEIVABLES PURCHASE AGREEMENT


                          Dated as of January 26, 2001

                   as amended and restated as of May 7, 2001

                                     among

                CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION,

                                 as the Seller,
                                 -- --- ------

                     CROWN CORK & SEAL COMPANY (USA), INC.,

                            as the initial Servicer,
                            -- --- ------- --------

            THE BANKS AND OTHER FINANCIAL INSTITUTIONS PARTY HERETO,

                                 as Purchasers
                                 -- ----------

                                      and

                                CITIBANK, N.A.,

                                  as the Agent
                                  -- --- -----





<PAGE>



                                TABLE OF CONTENTS


Section                                                                    Page
-------                                                                    ----

ARTICLE I DEFINITIONS........................................................2

SECTION 1.01.   Certain Defined Terms........................................2
SECTION 1.02.   Other Terms.................................................19
SECTION 1.03.   Computation of Time Periods.................................19

ARTICLE II AMOUNTS AND TERMS OF THE PURCHASES...............................19

SECTION 2.01.   Commitment..................................................19
SECTION 2.02.   Making Purchases............................................20
SECTION 2.03.   Termination or Reduction of the Commitments.................21
SECTION 2.04.   Receivable Interest.........................................21
SECTION 2.05.   Non-Liquidation Settlement Procedures.......................22
SECTION 2.06.   Liquidation Settlement Procedures...........................23
SECTION 2.07.   General Settlement Procedures...............................24
SECTION 2.08.   Payments and Computations, Etc..............................25
SECTION 2.09.   Fees........................................................26
SECTION 2.10.   Increased Costs.............................................27
SECTION 2.11.   Increased Capital...........................................27
SECTION 2.12.   Taxes.......................................................28
SECTION 2.13.   Sharing of Payments, Etc....................................29

ARTICLE III CONDITIONS OF PURCHASES.........................................30

SECTION 3.01.   Condition Precedent to Initial Purchase.....................30
SECTION 3.02.   Conditions Precedent to All Purchases and Reinvestments.....32
SECTION 3.03.   Conditions Precedent to Initial Purchase on or after
                the date of Amending and Restating the Existing
                Receivables Purchase Agreement..............................33

ARTICLE IV REPRESENTATIONS AND WARRANTIES...................................36

SECTION 4.01.   Representations and Warranties of the Seller................36
SECTION 4.02.   Representations and Warranties of the Servicer..............39

ARTICLE V GENERAL COVENANTS OF THE SELLER AND THE SERVICER..................40

SECTION 5.01.   Affirmative Covenants of the Seller.........................40
SECTION 5.02.   Reporting Requirements of the Seller........................43
SECTION 5.03.   Negative Covenants of the Seller............................44
SECTION 5.04.   Affirmative Covenants of the Servicer.......................46
SECTION 5.05.   Negative Covenants of the Servicer..........................47



<PAGE>

ARTICLE VI ADMINISTRATION AND COLLECTION....................................48

SECTION 6.01.   Designation of Servicer.....................................48
SECTION 6.02.   Duties of Servicer..........................................48
SECTION 6.03.   Rights of the Agent.........................................49
SECTION 6.04.   Responsibilities of the Seller..............................50
SECTION 6.05.   Further Action Evidencing Purchases.........................51

ARTICLE VII EVENTS OF TERMINATION...........................................51

SECTION 7.01.   Events of Termination.......................................51

ARTICLE VIII THE AGENT......................................................54

SECTION 8.01.   Authorization and Action....................................54
SECTION 8.02.   Agent's Reliance, Etc.......................................54
SECTION 8.03.   Citibank and Affiliates.....................................55
SECTION 8.04.   Purchase Decisions..........................................55
SECTION 8.05.   Indemnification.............................................55

ARTICLE IX ASSIGNMENT OF RECEIVABLE INTERESTS...............................56

SECTION 9.01.   Assignment..................................................56
SECTION 9.02.   Citibank's Assignment of Rights and Obligations
                to Other Initial Purchasers.................................57
SECTION 9.03.   Purchaser's Assignment of Rights and Obligations............58
SECTION 9.04.   Annotation of Certificate...................................60

ARTICLE X INDEMNIFICATION...................................................60

SECTION 10.01.   Indemnities................................................60

ARTICLE XI MISCELLANEOUS....................................................62

SECTION 11.01.   Amendments, Etc............................................62
SECTION 11.02.   Notices, Etc...............................................64
SECTION 11.03.   Binding Effect; Assignability..............................65
SECTION 11.04.   Costs and Expenses.........................................65
SECTION 11.05.   Confidentiality............................................65
SECTION 11.06.   Governing Law..............................................66
SECTION 11.07.   Jurisdiction, Etc..........................................66
SECTION 11.08.   Execution in Counterparts..................................66
SECTION 11.09.   Intent of the Parties......................................67
SECTION 11.10.   Entire Agreement...........................................67
SECTION 11.11.   Severability of Provisions.................................67
SECTION 11.12.   Waiver of Jury Trial.......................................67



                                       ii



<PAGE>





                                    EXHIBITS


EXHIBIT A          Form of Assignment

EXHIBIT B          Form of Assignment and Acceptance

EXHIBIT C          Form of Certificate

EXHIBIT D-1        Form of Seller Report

EXHIBIT D-2        Form of Weekly Report

EXHIBIT D-3        Form of Daily Report

EXHIBIT E          Form of Lock-Box Agreement

EXHIBIT F          Form of Receivables Contribution and Sale Agreement

EXHIBIT G          Form of Consent and Agreement

EXHIBIT H-1        Form  of  Opinion  of  Dechert,  Counsel  to the Seller, each
                   Originator and the Parent

EXHIBIT H-2        Form of  Opinion of  Internal  Counsel to  the  Seller,  each
                   Originator and the Parent

EXHIBIT H-3        Form of  Opinion of  Dechert, Counsel to the Seller  and each
                   Originator ("true sale"  and  non-substantive   consolidation
                   opinion)

EXHIBIT H-4        Form of Opinion of  Stikeman  Elliott,  Canadian  Counsel  to
                   the  Seller, Crown  Cork & Seal  Canada  Inc. and the  Parent

EXHIBIT I          Form of Parent Undertaking

EXHIBIT J          Form of Notice of Purchase

EXHIBIT K          Intecreditor Agreement




                                      iii



<PAGE>


                                    SCHEDULES


SCHEDULE I         Lock-Box Banks and Lock-Box Accounts

SCHEDULE II        Credit and Collection Policy

SCHEDULE III       Location of the Seller's Principal  Place of  Business, Chief
                   Executive Office and Office Where Records are Kept

SCHEDULE IV        Forms of Invoices

SCHEDULE V         Changes in Financial Conditions or Operations





                                       iv