EXECUTION COPY






                  RECEIVABLES CONTRIBUTION AND SALE AGREEMENT


                          Dated as of January 26, 2001


                   as amended and restated as of May 7, 2001


                                     among


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

                                 CONSTAR, INC.,

                            RISDON-AMS (USA), INC.,

                             ZELLER PLASTIK, INC.,

                         CROWN CORK & SEAL CANADA INC.

                                as the Sellers,
                                -- --- -------

                                      and

                 CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION

                                  as the Buyer
                                  -- --- -----

                                      and

                     CROWN CORK & SEAL COMPANY (USA), INC.

                        as the initial Buyer's Servicer
                        -- --- ------- ------- --------




<PAGE>



                                TABLE OF CONTENTS


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

                              ARTICLE I DEFINITIONS

SECTION 1.01.   Certain Defined Terms........................................2
SECTION 1.02.   Other Terms..................................................4
SECTION 1.03.   Computation of Time Periods..................................4

                      ARTICLE II SALE OF SELLER RECEIVABLES

SECTION 2.01.   Sale of Seller Receivables...................................4
SECTION 2.02.   Terms of Sales...............................................5
SECTION 2.03.   General Settlement Procedures................................6
SECTION 2.04.   Payments and Computations, Etc...............................7
SECTION 2.05.   Buyer's Servicer Fee.........................................8

                   ARTICLE III REPRESENTATIONS AND WARRANTIES

SECTION 3.01.   Representations and Warranties of Each Seller................8

                   ARTICLE IV GENERAL COVENANTS OF EACH SELLER

SECTION 4.01.   Affirmative Covenants of Each Seller........................12
SECTION 4.02.   Negative Covenants of such Seller...........................15

                     ARTICLE V ADMINISTRATION AND COLLECTION

SECTION 5.01.   Designation of Buyer's Servicer.............................17
SECTION 5.02.   Rights of the Buyer and the Agent...........................18
SECTION 5.03.   Responsibilities of the Seller..............................19
SECTION 5.04.   Further Actions Evidencing Purchases........................19

                           ARTICLE VI INDEMNIFICATION

SECTION 6.01.   Indemnities by the Seller...................................20

                            ARTICLE VII MISCELLANEOUS

SECTION 7.01.   Amendments, Etc.............................................23
SECTION 7.02.   Notices, Etc................................................23
SECTION 7.03.   Binding Effect; Assignability...............................23
SECTION 7.04.   Costs, Expenses and Taxes...................................23
SECTION 7.05.   NonBusiness Days............................................25
SECTION 7.06.   Confidentiality.............................................25
SECTION 7.07.   Governing Law...............................................25
SECTION 7.08.   Consent to Jurisdiction.....................................25
SECTION 7.09.   Execution in Counterparts...................................26
SECTION 7.10.   Intent of the Parties, etc..................................26
SECTION 7.11.   Entire Agreement............................................26
SECTION 7.12.   Severability of Provisions..................................26
SECTION 7.13.   Waiver of Jury Trial.........................................1



<PAGE>



EXHIBITS


EXHIBIT A           Receivables Activity Report

EXHIBIT B           Subordinated Note



SCHEDULES

SCHEDULE I          Lock-Box Banks and Lock-Box Accounts

SCHEDULE II         Description of Credit and Collection Policy

SCHEDULE III        Forms of Invoices

SCHEDULE IV         Location  of  Principal  Place of  Business, Chief Executive
                    Office and Office Where Records are Kept

SCHEDULE V          Changes in Financial Conditions or Operations

SCHEDULE VI         Trademark or other names for Sellers




<PAGE>




                   RECEIVABLES CONTRIBUTION AND SALE AGREEMENT


     RECEIVABLES  CONTRIBUTION  AND SALE AGREEMENT dated as of January 26, 2001,
as amended and restated as of May 7, 2001 (this  "Agreement") among CROWN CORK &
SEAL COMPANY (USA), INC. a Delaware corporation ("Crown (USA)"),  CONSTAR, INC.,
a  Pennsylvania  corporation  ("Constar"),  RISDON-AMS  (USA),  INC., a Delaware
corporation ("Risdon"),  ZELLER PLASTIK, INC., a Delaware corporation ("Zeller")
and CROWN CORK & SEAL CANADA INC., a corporation  organized  and existing  under
the laws of Ontario,  Canada  ("Crown  (Canada)"  and together with Crown (USA),
Constar,  Risdon and Zeller, the "Sellers",  and each a "Seller"),  CROWN CORK &
SEAL RECEIVABLES (DE)  CORPORATION,  a Delaware  corporation (the "Buyer"),  and
Crown (USA), as the initial Buyer's Servicer.

                  PRELIMINARY STATEMENTS:

     (1) The parties  hereto  (other than Crown  (Canada))  have  entered into a
Receivables  Contribution  and Sale Agreement dated as of January 26, 2001 (such
Receivables  Contribution  and Sale  Agreement  being the "Existing  Receivables
Contribution and Sale Agreement").

     (2) The  parties  hereto  have  agreed to amend and  restate  the  Existing
Receivables  Contribution  and Sale  Agreement  for the purpose of,  among other
things, including Crown (Canada) as a party hereto as a Seller and providing for
the Seller  Receivables  (as  hereinafter  defined) to include  Canadian  Dollar
denominated  Receivables (as defined in the Receivables  Purchase Agreement,  as
defined below) of Crown (Canada).

     (3) Each  Seller in the  ordinary  course of business  generates,  and will
generate from time to time,  Receivables (as defined in the Receivables Purchase
Agreement, as defined below) from time to time owing to it.

     (4) Each Seller wishes to sell to the Buyer from time to time hereunder all
present and future  Receivables in respect of each of which,  on the date of the
sale of such  Receivable  to the Buyer  hereunder,  the Obligor is a  Designated
Obligor (as defined in the  Receivable  Purchase  Agreement,  as defined  below)
(such  Receivable  being a  "Seller  Receivable"),  together  with  the  Related
Security and Collections (as hereinafter defined) with respect thereto.

     (5) The Buyer wishes  concurrently to sell interests,  to the extent of the
Receivable  Interests (as defined in the Receivables Purchase Agreement referred
to below)  sold from time to time by it to the  Purchasers  (as  defined  in the
Receivables  Purchase  Agreement  referred to below), in each of the present and
future Seller  Receivables,  together with the Related  Security and Collections
with respect thereto, pursuant to the Receivables Purchase Agreement dated as of
January 26,  2001,  as amended  and  restated as of May 7, 2001 (as the same may
from  time  to  time  be  amended,   supplemented  or  otherwise  modified,  the
"Receivables  Purchase  Agreement")  among the Buyer,  Crown  (USA) as  Servicer
thereunder, the Purchasers,  and Citibank, N.A. ("Citibank"),  as administrative
agent  (the  "Agent")  for the  Purchasers  and any other  owners of  Receivable
Interests.


<PAGE>



     NOW, THEREFORE,  in consideration of the premises, the parties hereto agree
that, effective as of the date hereof, the Existing Receivables Contribution and
Sale Agreement is amended and restated as follows:


                                   ARTICLE I

                                  DEFINITIONS

     SECTION  1.01.  Certain  Defined  Terms.
     ---------------------------------------
     Terms  defined  in the  Receivable  Purchase  Agreement  and not  otherwise
defined herein are used in this Agreement as defined in the Receivable  Purchase
Agreement.  In addition,  as used in this Agreement and unless  otherwise stated
herein,  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):

          "Agent" has the meaning specified in Preliminary Statement (5).

          "Buyer's Servicer" has the meaning specified in Section 5.01.

          "Buyer's Servicer Fee" has the meaning specified in Section 2.05.

          "Citibank" has the meaning specified in Preliminary Statement (5).

          "Collections"  means, with respect to any Seller Receivable,  all cash
     collections and other cash proceeds of such Seller  Receivable,  including,
     without  limitation,  (i) all cash  proceeds of the Related  Security  with
     respect to such Seller  Receivable and (ii) any  Collections of such Seller
     Receivable  deemed to have been received,  and actually  paid,  pursuant to
     Section 2.03.

          "Contract"  means an agreement  between any Seller and an Obligor,  in
     any written  form  acceptable  to such  Seller,  or in the case of any open
     account agreement as evidenced by one of the forms of invoices set forth in
     Schedule  III 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.

          "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 4.02(c).

          "Indemnified Amounts" has the meaning specified in Section 6.01.



                                       2


<PAGE>

          "Indemnified  Party" means any or all of the Buyer, the Purchasers and
     the other Owners under the Receivables  Purchase  Agreement,  the Agent and
     their respective Affiliates and successors and assigns.
     "Initial Purchase Price" has the meaning specified in Section 2.02(a).

          "Material  Adverse Effect" means a material  adverse effect on (a) the
     business,  condition (financial or otherwise),  operations,  performance or
     properties  of any  Seller,  the Buyer or the  Parent,  (b) the  rights and
     remedies of the Buyer, the Agent or any other  Indemnified Party or (c) the
     ability of any Seller or the Parent to perform its  obligations  under this
     Agreement or any other Transaction Document or the Contracts.
     "Obligor" means a Person obligated to make payments pursuant to a Contract.

          "Other Taxes" has the meaning specified in Section 7.04(b).

          "Purchase Price" has the meaning specified in Section 2.02(b).

          "Receivable Assets" has the meaning specified in Section 2.01(a).

          "Receivables  Activity  Report" means a report prepared by the Seller,
     in substantially the form attached hereto as Exhibit A, pursuant to Section
     2.03(c).

          "Receivables   Purchase   Agreement"  has  the  meaning  specified  in
     Preliminary Statement (5).

          "Related Security" means with respect to any Receivable:


          (i) all of the applicable  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,  guaranties,  insurance  and other
          agreements or  arrangements  of whatever  character  from time to time
          supporting or securing payment of such Receivables whether pursuant to
          the Contract related to such Receivable or otherwise; and

          (iv) all Records relating to such Receivable.

          "Seller Receivable" has the meaning specified in Preliminary Statement
     (4).

                                       3



<PAGE>



          "Solvent" means, with respect to any Person on a particular date, that
     on such date (a) the fair value of the  property  of such Person is greater
     than the  total  amount  of  liabilities,  including,  without  limitation,
     contingent liabilities,  of such Person, (b) the present fair salable value
     of the  assets  of such  Person is not less  than the  amount  that will be
     required to pay the probable  liability of such Person on its debts as they
     become  absolute and matured,  (c) such Person does not intend to, and does
     not believe that it will,  incur debts or liabilities  beyond such Person's
     ability  to pay such  debts and  liabilities  as they  mature  and (d) such
     Person is not  engaged in business  or a  transaction,  and is not about to
     engage in business or a transaction, for which such Person's property would
     constitute  an  unreasonably  small  capital.   The  amount  of  contingent
     liabilities  at any time shall be computed as the amount that, in the light
     of all the facts and  circumstances  existing at such time,  represents the
     amount  that can  reasonably  be  expected  to become an actual or  matured
     liability.

          "Subordinated   Note"  means  a  subordinated   promissory   note,  in
     substantially  the form of Exhibit B hereto,  executed  by the Buyer to the
     order of any Seller.

          "Termination  Date" means the Termination Date under and as defined in
     the Receivables Purchase Agreement.

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

     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 in 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 each of the  words  "to" and  "until"  means "to but
excluding".

                                   ARTICLE II

                           SALE OF SELLER RECEIVABLES

     SECTION  2.01.  Sale of Seller Receivables.
     ------------------------------------------

          (a) Each Seller hereby sells, transfers and assigns,  without recourse
     (except as  expressly  provided  herein),  to the  Buyer,  on the terms and
     subject to the conditions  specifically set forth herein, all such Seller's
     right, title and interest in, to and under all Seller Receivables  existing
     on the date of the Existing Receivables Contribution and Sale Agreement (in
     the case of each Seller other than Crown  (Canada))  and on the date hereof
     (in the case of Crown  (Canada))  and  hereafter  created from time to time
     until the  Termination  Date,  all Related  Security and  Collections  with
     respect  thereto and all proceeds of the foregoing,  together with all such
     Seller's  rights,  remedies,  powers and  privileges  with  respect to such
     Seller Receivables (collectively, the "Receivable Assets").



                                       4


<PAGE>



          (b) The  parties  to  this  Agreement  intend  that  the  transactions
     contemplated  hereby  shall be, and shall be created  as, a purchase by the
     Buyer and a sale by each Seller of  Receivable  Assets and not as a lending
     transaction.   The  foregoing  sales,  transfers  and  assignments  do  not
     constitute  and are not intended to result in a creation or  assumption  by
     the  Buyer of any  obligation  or  liability  with  respect  to any  Seller
     Receivable  or  Contract,  nor shall the Buyer be  obligated  to perform or
     otherwise  be  responsible  for any  obligation  of any Seller or any other
     Person in connection  with any Receivable  Assets or under any agreement or
     instrument relating thereto.

          (c) In connection with the foregoing sales, transfers and assignments,
     each Seller agrees to record and file, at its own expense, proper financing
     statements  (and proper  continuation or financing  charge  statements with
     respect to such financing  statements when  applicable) with respect to the
     Receivable Assets now and hereafter from time to time acquired by the Buyer
     under  this  Agreement,  in such  manner and in such  jurisdictions  as are
     necessary to perfect the sales, transfers and assignments of the Receivable
     Assets to the Buyer  hereunder,  and to  deliver  copies of such  financing
     statements  to the Buyer and the Agent on or prior to the initial  Purchase
     under the Receivable  Purchase Agreement.  Such financing  statements shall
     name such Seller as debtor/seller, the Buyer as secured party/buyer and the
     Agent as assignee.

     SECTION 2.02. Terms of Sales.
     ----------------------------

          (a) On the  date of the  Existing  Receivables  Contribution  and Sale
     Agreement (in the case of each Seller other than Crown (Canada)) and on the
     date  hereof (in the case of Crown  (Canada)),  the Buyer does  accept from
     each Seller,  and each Seller does sell,  transfer and assign to the Buyer,
     such Seller's right,  title and interest in, to and under those  Receivable
     Assets that are outstanding on such date. As  consideration  for such sale,
     transfer and assignment of Receivable  Assets on such date, the Buyer shall
     pay (or  cause to be paid) to each  Seller  on such  date an  amount  (such
     Seller's "Initial Purchase Price") agreed upon prior to such date,  between
     such  Seller  and the  Buyer to be  reasonably  equivalent  value  for such
     Receivable Assets as of such date. On the date of the Existing  Receivables
     Contribution  and Sale  Agreement  (in the case of each  Seller  other than
     Crown  (Canada)) and on the date hereof (in the case of Crown (Canada)) the
     Buyer  shall pay to the  respective  Sellers  as part of the total  Initial
     Purchase  Price paid to the  respective  Sellers the total amount which the
     Purchasers  shall  pay to the  Buyer in  Capital  on such  date  under  the
     Receivables  Purchase  Agreement.  To the  extent  that such  amount is not
     sufficient to enable the Buyer to pay the Initial Purchase Price due to any
     Seller  or  Sellers  hereunder,  the  Buyer  shall on such date pay to such
     Seller or Sellers the Initial  Purchase Price due to such Seller or Sellers
     in a manner set forth in subsection (c) of this Section 2.02.

          (b) On each  Business Day after the date of the  Existing  Receivables
     Contribution  and Sale  Agreement  (in the case of each  Seller  other than
     Crown (Canada)) and on each Business Day after the date hereof (in the case
     of Crown (Canada))  until the Termination  Date or, in the case of a Seller
     that ceases to be an Originator, the date on which such Seller ceases to be
     an  Originator,  the Buyer shall accept from each  Seller,  and each Seller
     shall sell,  transfer and assign to the Buyer,  such Seller's right,  title
     and interest in, to and under those  Receivable  Assets that are created on
     such Business Day. As consideration for such continuing sale and assignment
     of   Receivable   Assets  after  the  date  of  the  Existing   Receivables
     Contribution  and Sale  Agreement or the date hereof,  as  applicable,  the
     Buyer  shall  pay (or  cause to be paid) to such  Seller  an  amount  (such
     Seller's  "Purchase  Price") agreed upon prior to the date of such sale and
     assignment,  between such Seller and the Buyer to be reasonably  equivalent
     value  for  such  Receivable  Assets  as of  the  date  of  such  sale  and
     assignment.

                                       5


<PAGE>



          (c) Each  Seller's  Purchase  Price other than each  Seller's  Initial
     Purchase Price, and the balance,  if any, of each Seller's Initial Purchase
     Price to be so paid by the  Buyer on the date of the  Existing  Receivables
     Contribution  and Sale  Agreement or the date  hereof,  as  applicable,  in
     accordance  with the last sentence of subsection  (a) of this Section 2.02,
     shall be paid in any of the following ways:

          (i) in cash  paid to such  Seller  in US  Dollars  or (in the  case of
          Canadian  Receivables  only) Canadian  Dollars in same day funds on or
          before the next occurring  Settlement Date or the date of the Existing
          Receivables Contribution and Sale Agreement or the date hereof, as the
          case may be; or

          (ii) upon the  agreement  of such  Seller and the  Buyer,  by means of
          indebtedness  owed by the  Buyer  to such  Seller  evidenced  by,  and
          payable with interest  pursuant to, the  Subordinated  Note payable to
          the order of such Seller; or

          (iii) a combination of the above;

provided,  however,  that the Buyer may not pay any such Purchase  Price or such
balance  of any such  Initial  Purchase  Price,  as the  case  may be,  for such
Receivable Assets by way of subordinated indebtedness referred to in clause (ii)
above to the extent that the ratio of the  aggregate  indebtedness  of the Buyer
under the Subordinated  Notes to the total equity capital of the Buyer exceeds 9
to 1.

     SECTION  2.03.  General  Settlement Procedures.
     ----------------------------------------------

          (a) If on any day the  Outstanding  Balance of a Seller  Receivable is
     either (i) reduced as a result of any defective, rejected or returned goods
     or services,  any discount, or any adjustment by any Seller or (ii) reduced
     or  canceled as a result of a setoff in respect of any claim by the Obligor
     thereof against such Seller (whether such claim arises out of the same or a
     related  transaction  or an  unrelated  transaction),  such 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 4.01(i).  If on any day any
     of the  representations  or warranties in Section 3.01(f) is no longer true
     with  respect to any  Seller  Receivable,  the Seller to which such  Seller
     Receivable shall have been originally owed shall be deemed to have received
     on such day a Collection in full of such Seller  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


                                       6

<PAGE>

     required to be made by it in  connection  with such  Collection  on the day
     required by, and otherwise pursuant to, Section 4.01(i). In addition, Crown
     (Canada)  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 4.01(i).  Except as stated in the preceding  sentences
     of this  Section  2.03 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 day the  Servicer is required to make a deposit
     with respect to a Settlement Period pursuant to Section 2.05 or 2.06 of the
     Receivables Purchase Agreement, the Buyer's Servicer shall advise the Buyer
     and the Agent of each Liquidation Day and each Provisional  Liquidation Day
     occurring during such Settlement Period and the allocation of the amount of
     such deposit to each outstanding Receivable Interest.

          (c) At least two  Business  Days  before  each  Settlement  Date,  the
     Buyer's  Servicer  shall  prepare  and forward to the Buyer and the Agent a
     Receivables  Activity  Report of the Buyer's  Servicer,  as of the close of
     business  of the  Buyer's  Servicer  on  the  last  day of the  immediately
     preceding Settlement Period,  relating to the Receivable Assets during such
     Settlement  Period and setting forth the calculation of the actual Purchase
     Price for each Receivable Asset sold,  transferred and assigned during such
     Settlement  Period,  and the  reconciliation  of how the Purchase Price has
     been paid reflecting the cash advanced from the Buyer to each Seller during
     such Settlement Period, the adjustments to and current balance, if any, due
     from the Buyer to each Seller under its  Subordinated  Note, and the amount
     of additional  cash, if any, to be paid by the Buyer to each Seller on such
     Settlement Date.

     SECTION 2.04. Payments and Computations, Etc.
     --------------------------------------------

          (a) All amounts to be paid or  deposited by each Seller or the Buyer's
     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 Buyer as  directed by the Buyer to such
     Seller or the Buyer's Servicer in writing. Each Seller shall, to the extent
     permitted  by law,  pay to the Buyer  interest  on all  amounts not paid or
     deposited  when due  hereunder  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.

          (b) All  computations  of interest and 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.

          (c) For the purposes of the Interest  Act  (Canada),  (i) whenever any
     interest or fee under this Agreement is calculated  using a rate based on a
     year of 360  days or 365  days,  as the case  may be,  the rate  determined
     pursuant  to  such  calculation,  when  expressed  as an  annual  rate,  is
     equivalent  to (x) the  applicable  rate based on a year of 360 days or 365
     days,  as the case may be, (y)  multiplied  by the actual number of days in
     the  calendar  year in which the period for which such  interest  or fee is
     payable (or  compounded)  ends,  and (z) divided by 360 or 365, as the case
     may be, (ii) the  principle  of deemed  reinvestment  of interest  does not
     apply to any interest calculation under this Agreement, and (iii) the rates
     of interest  stipulated in this  Agreement are intended to be nominal rates
     and not effective rates or yields.


                                       7


<PAGE>



          (d) Each Seller  hereby  irrevocably  and  unconditionally  waives and
     relinquishes  to the fullest extent it may legally do so (i) any express or
     implied  vendor's lien, and any other lien,  security  interest,  charge or
     encumbrance,  which  would  otherwise  be  imposed  on or affect any Seller
     Receivable or any Receivable  Asset on account of any unpaid amount of such
     Seller's  Initial  Purchase  Price or any  Purchase  Price  therefor  or on
     account of any other unpaid amounts otherwise payable by the Buyer under or
     in connection with this Agreement or the  Subordinated  Note payable to the
     order of such Seller or otherwise and (ii) with respect to the  obligations
     of  such  Seller  to  make  payments  or  deposits   under  this  Agreement
     (including, without limitation, payments under Sections 2.03 and 6.01), any
     setoff,  counterclaim,  recoupment,  defense and other right or claim which
     such Seller may have against the Buyer as a result of or arising out of the
     failure of the Buyer to pay any amount on account of such Seller's  Initial
     Purchase  Price or any Purchase  Price under  Sections 2.01 and 2.02 or any
     other amount  payable by the Buyer to such Seller  under this  Agreement or
     the Subordinated Note payable to the order of such Seller or otherwise.

     SECTION  2.05.  Buyer's Servicer Fee.
     ------------------------------------
     The Buyer shall pay to the Buyer's  Servicer a collection fee (the "Buyer's
Servicer Fee") from the date of the Existing  Receivables  Contribution and Sale
Agreement until the  Termination  Date,  payable on each Settlement  Date, in an
amount  equal to the  amount  payable  to the  Servicer  under  the  Receivables
Purchase  Agreement or such other amount calculated on an arm's-length basis for
services  performed  as a  subcontractor  on terms common to  collection  agency
arrangements in comparable asset sale transactions;  provided, however, that the
Buyer shall be given a credit  against the Buyer's  Servicer  Fee payable  under
this  Agreement  equal to the full  amount of the  Servicer  Fee paid  under the
Receivables Purchase Agreement.


                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     SECTION 3.01.  Representations and Warranties of Each Seller.
     ------------------------------------------------------------
     Each Seller represents and warrants as follows:

          (a) Such Seller is a corporation duly  incorporated,  validly existing
     and in good standing under the laws of its  jurisdiction  of  incorporation
     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  could  reasonably  be
     expected to result in a Material Adverse Effect.



                                       8


<PAGE>



          (b) The  execution,  delivery  and  performance  by such Seller of the
     Transaction  Documents to which it is a party and the other documents to be
     delivered by it thereunder,  and the transactions  contemplated  hereby and
     thereby,  including  such  Seller's  use of  the  proceeds  of  the  sales,
     transfers and assignments of Receivable Assets  hereunder,  are within such
     Seller's  corporate  powers,  have been duly  authorized  by all  necessary
     corporate action, do not (i) contravene such Seller's charter,  articles 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 such Seller under,
     or result in or require the creation of any lien upon or security  interest
     in any  property of such Seller  pursuant to the terms of, any  Contract or
     any other  agreement or instrument  (other than any  Transaction  Document)
     binding on or affecting such 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 such  Seller of any
     Transaction  Document  to  which it is a party or any  other  agreement  or
     document  to be  delivered  thereunder,  or for  the  perfection  of or the
     exercise by any  Indemnified  Party of its rights and  remedies  under such
     Transaction  Document or such other  agreement or document,  except for the
     filing of the financing statements referred to in Section 2.01(c).

          (d) This  Agreement has been, and each other  Transaction  Document to
     which such Seller is a party when delivered  will have been,  duly executed
     and delivered by such Seller.  This Agreement is, and the other Transaction
     Documents  to which  such  Seller is a party  when  delivered  will be, the
     legal,  valid and binding  obligations of such Seller  enforceable  against
     such  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 best of such  Seller's  knowledge,
     threatened  action or  proceeding  affecting  such Seller before any court,
     governmental agency or arbitrator or other authority,  domestic or foreign,
     which could  reasonably  be expected to have a Material  Adverse  Effect or
     which purports to affect the legality,  validity or  enforceability of this
     Agreement or any other Transaction Document.

          (f)  Immediately  prior  to each  sale,  transfer,  assignment  and/or
     contribution by such Seller of any Receivable Assets hereunder, such Seller
     is the legal and beneficial owner of such Receivable Assets, free and clear
     of  any  Adverse  Claim.  Upon  each  sale,  transfer,   assignment  and/or
     contribution by such Seller of each Receivable Asset  hereunder,  the Buyer
     shall have a valid and perfected  first  priority  undivided 100% ownership
     interest or security  interest in such  Receivable  Asset free and clear of
     any Adverse Claim except as created or permitted by this  Agreement and the
     Receivables  Purchase Agreement.  No effective financing statement or other
     instrument  similarly in effect  covering  any  Contract or any  Receivable
     Assets is on file in any recording  office,  except those filed in favor of
     the Buyer and the Agent relating to this Agreement or in favor of the Agent
     and relating to the Receivables Purchase Agreement.



                                       9

<PAGE>



          (g) No proceeds of any sale, transfer,  assignment and/or contribution
     by such Seller of any Seller  Receivable  hereunder 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, as amended.

          (h) Each Receivables Activity Report, Seller Report, Weekly Report and
     Daily  Report (if prepared by such Seller or one of its  Affiliates,  or to
     the extent that information contained therein is supplied by such 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 such  Seller to the Buyer or the Agent or any Owner in  connection  with
     this Agreement or the Receivables Purchase Agreement is or 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.

          (i) The principal place of business and chief executive office of such
     Seller,  and the office where such Seller keeps its Records  concerning the
     Receivable  Assets,  are located at the address specified for the Seller in
     Schedule IV hereto (or, by notice to the Buyer and the Agent in  accordance
     with Section 4.01(e), at such other locations in jurisdictions,  within the
     United States or in the case of Crown (Canada),  Ontario, Canada, where all
     actions required by Section 5.04(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 of, the Lock-Box
     Accounts of such Seller 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 Buyer and the Agent in  accordance  with Section
     4.02(d)).

          (k) Except as set forth on  Schedule  VI hereto,  such  Seller has not
     changed  its name  during the  four-month  period  prior to the date of the
     Existing   Receivables   Contribution  and  Sale  Agreement,   and  has  no
     tradenames, fictitious names, assumed names or "doing business as" names.

          (l) The Initial  Purchase  Price payable to such Seller on the date of
     the  Existing  Receivables  Contribution  and  Sale  Agreement  or the date
     hereof,  as  applicable,  pursuant to Section  2.02(a)  for the  Receivable
     Assets outstanding on the date of the Existing Receivables Contribution and
     Sale Agreement or the date hereof,  as  applicable,  and the Purchase Price
     payable  on each  Settlement  Date  pursuant  to Section  2.02(b)  for such
     Seller's   Receivable   Assets  created  after  such  date,  in  each  case
     constitutes fair  consideration and approximates fair market value for such
     Receivable  Assets,  and  the  terms  and  conditions  (including,  without
     limitation,  such Initial  Purchase Price or Purchase Price, as applicable,
     therefor) of the sale,  transfer and assignment of such  Receivable  Assets
     pursuant to Sections 2.01 and 2.02  reasonably  approximate an arm's-length
     transaction  between  unaffiliated  parties.  No  such  sale,  transfer  or
     assignment  has been made for or on account of an  antecedent  debt owed by
     such Seller to the Buyer and no such sale, transfer or assignment is or may
     be  voidable  or  subject  to  avoidance  under  any  section  of the  U.S.
     Bankruptcy Code.


                                       10


<PAGE>



          (m) Such 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 Purchase Agreement.

          (n) The  consolidated  unaudited  balance sheet of such Seller and its
     subsidiaries  as  at  December  31,  2000,  and  the  related  consolidated
     unaudited  statements of income and retained  earnings and of cash flows of
     such Seller and its  subsidiaries  for the fiscal  year then ended,  fairly
     present  the  consolidated  financial  condition  of  such  Seller  and its
     subsidiaries  as  at  such  date,  and  the  consolidated  results  of  the
     operations  and cash  flows of such  Seller  and its  subsidiaries  for the
     periods  ended on such date,  all in  accordance  with  generally  accepted
     accounting  principles  applied on a consistent  basis.  Since December 31,
     2000,  there  has been no  material  adverse  change in such  condition  or
     operations,  other than to the  extent  expressly  set forth on  Schedule V
     hereto or disclosed in any public  filing prior to the date of the Existing
     Receivables  Contribution  and  Sale  Agreement  with  the  Securities  and
     Exchange  Commission,  or in the  collectibility  of such  Seller's  Seller
     Receivables  taken as a whole or in the  ability of such Seller (as Seller,
     the Buyer's Servicer, the Servicer or otherwise) to perform its obligations
     under any  Transaction  Document,  other than to the extent  expressly  set
     forth on Schedule V hereto or disclosed  in any public  filing prior to the
     date of the Existing  Receivables  Contribution and Sale Agreement with the
     Securities and Exchange Commission.

          (o) Such Seller is in  compliance  in all material  respects  with the
     presently applicable provisions of ERISA and the Code.

          (p) Such  Seller  has not  sold,  assigned,  transferred,  pledged  or
     hypothecated any interest in any Receivable  Assets with respect thereto to
     any Person other than as contemplated by this Agreement.



                                       11


<PAGE>



          (q) Such 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.

          (r) Since  December 31, 2000, no event has occurred which could result
     in a Material Adverse Effect,  other than to the extent expressly set forth
     on Schedule V hereto or disclosed in any public filing prior to the date of
     the  Existing   Receivables   Contribution  and  Sale  Agreement  with  the
     Securities and Exchange Commission.

          (s) Such Seller has not  extended or modified  the terms of any Seller
     Receivable or the Contract  under which any such Seller  Receivable  arose,
     except in accordance with the Credit and Collection Policy or in accordance
     with Section 6.02(b) of the Receivables Purchase Agreement.

          (t) Except under the Lock-Box Agreements,  such 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.

          (u) Such Seller is Solvent.


                                   ARTICLE IV

                        GENERAL COVENANTS OF EACH SELLER

     SECTION 4.01. Affirmative Covenants of Each Seller.
     --------------------------------------------------

     Until the later of (i) the  Termination  Date and (ii) the date on which no
Capital of any Receivable  Interest  shall be outstanding  and all other amounts
due to the Agent and each Owner under the Receivables  Purchase  Agreement shall
have been paid in full, each Seller shall,  unless the Buyer and 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 Receivable Assets.

          (b) Payment of Taxes, Etc.
              ---------------------
          Pay and discharge,  before the same shall become  delinquent,  (i) all
     taxes,  assessments and  governmental  charges or levies imposed upon it or
     upon its property and (ii) all lawful claims that, if unpaid,  might by law
     become a lien upon its property;  provided, however, that such Seller shall
     not be required to pay or  discharge  any such tax,  assessment,  charge or
     claim that is being  contested in good faith and by proper  proceedings and
     as to which appropriate reserves are being maintained.

          (c) Maintenance of Insurance.
              ------------------------
          Maintain insurance with responsible and reputable  insurance companies
     or  associations  in such  amounts  and  covering  such risks as is usually
     carried  by  companies  engaged in similar  businesses  and owning  similar
     properties in the same general areas in which such Seller operates.



                                       12


<PAGE>



          (d) Preservation of Corporate Existence, Etc.
              ----------------------------------------
          Preserve and maintain its existence  and,  except where the failure to
     do so could reasonably be expected to have a Material  Adverse Effect,  its
     rights (charter and statutory),  permits, licenses,  approvals,  privileges
     and  franchises;  provided,  however,  that such Seller may  consummate any
     merger or consolidation permitted under Section 4.02(i).


         (e)  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 Receivable
          Assets at the  address of such Seller  referred to in Section  3.01(i)
          or, upon at least thirty days' prior written  notice to the Agent,  at
          any other  location  in a  jurisdiction  where all action  required by
          Section 5.04(a) shall have been taken and completed, and

          (ii) maintain and implement  administrative  and operating  procedures
          (including,   without  limitation,  an  ability  to  recreate  records
          evidencing  Seller  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  Seller   Receivables   (including,   without
          limitation,  records  adequate to permit the daily  identification  of
          each  Seller  Receivable,  the  Outstanding  Balance  of  each  Seller
          Receivable  and the  dates  which  payments  are due  thereon  and all
          Collections of and adjustments to each existing Seller Receivable).


     (f)  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  Seller  Receivables,  and  timely  and fully  comply in all
     material  respects with the Credit and  Collection  Policy in regard to the
     Seller Receivables and the related Contracts and (ii) as beneficiary of any
     Related Security,  enforce such Related Security as reasonably requested by
     the Agent.

     (g)  Examination of Records; Audits.
          ------------------------------
          (i) From time to time upon two days prior  notice  and during  regular
          business  hours as  requested  by the Buyer or the  Agent,  permit the
          Buyer or the Agent, or their respective agents or representatives, (A)
          to examine  and make copies of and  abstracts  from all Records in the
          possession  or  under  the  control  of  such  Seller  or  any  of its
          Affiliates or any agent of such Seller or its  Affiliates  relating to
          Seller  Receivables  and  the  Related  Security,  including,  without
          limitation,  the related  Contracts,  and (B) to visit the offices and
          properties  of such  Seller or any of its  Affiliates  or any agent of
          such  Seller or its  Affiliates  for the  purpose  of  examining  such
          materials  described  in clause  (A)  above,  and to  discuss  matters
          relating  to  Seller  Receivables  and the  Related  Security  or such
          Seller's performance  hereunder or under the Contracts with any of the
          officers or employees of such Seller having knowledge of such matters,
          and

          (ii) at the request of the Buyer or the Agent within 90 days after the
          end of each fiscal year of such Seller commencing with the fiscal year
          ending on December  31,  2001,  and at the request of the Buyer or 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 such  Seller,  cause its  independent
          public accountants to perform, and deliver to the Buyer and the Agent,
          a  written  report  of an audit  conducted  by such  accountants  with
          respect  to the Seller  Receivables,  Credit  and  Collection  Policy,
          Lock-Box  Account  activity  and the  performance  by such  Seller (as
          Seller,  the  Buyer's  Servicer,  the  Servicer or  otherwise)  of its
          obligations   under  this  Agreement  and  the  Receivables   Purchase
          Agreement on a scope and in a form reasonably  requested by either the
          Buyer or the Agent for such audit.



                                       13


<PAGE>



     (h)  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 such Seller
          and shall be separate  and apart from those of any  Affiliate  of such
          Seller,  in  which  full  and  correct  entries  shall  be made of all
          financial  transactions  and the assets and business of such 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
          Assets have been  conveyed to the Buyer,  and (iii) to the extent such
          Records  constitute  computer programs and other non-written  Records,
          appropriately  legend  such  Records  to reflect  that the  Receivable
          Assets have been conveyed to the Buyer.

     (i)  Deposits  to  Lock-Box  Accounts.
          --------------------------------

          Instruct, or cause to be instructed,  all Obligors to make payments in
     respect of Seller  Receivables  to a Lock-Box  Account  and, if such Seller
     shall otherwise receive any Collections (including, without limitation, any
     Collections deemed to have been received by such Seller pursuant to Section
     2.03),  segregate  and hold in trust  such  Collections  and  deposit  such
     Collections  directly to any  Lock-Box  Account  within two  Business  Days
     following its receipt thereof.

          (j)  Reporting  Requirements.
               -----------------------
          Provide  to the  Buyer  and  the  Agent the  following:

          (i) as soon as available and in any event within 60 days after the end
          of each of the first three  quarters of each  fiscal  year,  unaudited
          consolidated and  consolidating  balance sheets of such Seller and its
          subsidiaries  as of the  end of  such  quarter  and  consolidated  and
          consolidating  statements  of  income  and an  unaudited  consolidated
          statement  of cash flows of such Seller and its  subsidiaries  for the
          period commencing at the end of the previous fiscal quarter and ending
          with the end of such fiscal  quarter and  unaudited  consolidated  and
          consolidating  statements  of  income  and an  unaudited  consolidated
          statement  of cash flows of such Seller and its  subsidiaries  for the
          period  commencing  at the end of the previous  fiscal year and ending
          with  the  end  of  such  quarter,  setting  forth  in  each  case  in
          comparative  form  the  corresponding  figures  for the  corresponding
          period of the preceding fiscal year, all in reasonable detail and duly
          certified  (subject  to  year-end  audit  adjustments)  by  the  Chief
          Financial  Officer,  Vice  President  of Finance or  Treasurer of such
          Seller as having been prepared in accordance with GAAP;



                                       14


<PAGE>



          (ii) as soon as  available  and in any event within 120 days after the
          end of each fiscal year, consolidated and consolidating balance sheets
          of such Seller and its  subsidiaries as of the end of such fiscal year
          and  consolidated  and  consolidating   statements  of  income  and  a
          consolidated   statement   of  cash  flows  of  such  Seller  and  its
          subsidiaries  for such  fiscal  year,  setting  forth in each  case in
          comparative  form the  corresponding  figures for the previous  fiscal
          year,  all in  reasonable  detail  and  duly  certified  by the  Chief
          Financial  Officer,  Vice  President  of Finance or  Treasurer of such
          Seller as having been prepared in accordance with GAAP;

          (iii) as soon as  available  and in any event within 30 days after the
          end of each  fiscal  year,  a copy of the  financial  projections  and
          business plans of such Seller and its subsidiaries for the forthcoming
          three fiscal years, in form and substance satisfactory to the Agent;

          (iv) promptly after the  commencement  thereof,  notice of all actions
          and proceedings before any court or governmental  agency or arbitrator
          or other  authority  affecting  the  Seller of the type  described  in
          Section 3.01(e);

          (v) as soon as  possible  and in any event  within  two days  after an
          officer of such Seller  becomes aware of the  occurrence of each Event
          of Termination or Potential Event of  Termination,  a statement of the
          chief  financial  officer of the Seller  setting forth details of such
          Event of Termination or event and the action that the Seller has taken
          and proposes to take with respect thereto; and

          (vi) such other  information  as the Buyer or the Agent may, from time
          to time,  reasonably  request with respect to the Receivable Assets or
          the condition or operations, financial or otherwise, of such Seller or
          any of its Affiliates.

     SECTION 4.02. Negative Covenants of such Seller.
     -----------------------------------------------

     Until the later of (i) the  Termination  Date and (ii) the date on which no
Capital of any Receivable  Interest  shall be outstanding  and all other amounts
due to the Agent and each Owner shall have been paid in full,  each Seller shall
not, without the prior written consent of the Buyer and 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, any
     Receivable  Asset, or upon or with respect to any related  Contract or upon
     or with  respect to any  deposit  account to which any  Collections  of any
     Seller Receivables 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 the Receivables  Purchase Agreement,
     extend,  amend or otherwise modify the terms of any Seller  Receivable,  or
     amend,  modify  or waive  any term or  condition  of any  Contract  related
     thereto.



                                       15


<PAGE>



          (c)  Change  in   Business   or   Credit   and   Collection   Policy.
               ---------------------------------------------------------------
          Make any  change in the  character  of its  business  or in the Credit
     andCollection  Policy that would,  in either case, be reasonably  likely to
     impair the collectibility of the Seller 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,  (i) a  Lock-Box
     Agreement  executed  by the  Lock-Box  Bank that  maintains  such  Lock-Box
     Account and such Seller and (ii) a related undated Lock-Box Notice executed
     by such Seller.


         (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 Seller Receivables.

         (f) Change of Name, Etc.
             --------------------
          Change its name,  identity or form of legal  structure or jurisdiction
     of its  organization,  unless,  prior  to the  effective  date of any  such
     change, such Seller delivers to the Agent (i) UCC financing statements,  or
     PPSA financing charge statements in the case of Crown (Canada), executed by
     such  Seller,  necessary  to  reflect  such  change  and  to  continue  the
     perfection  of the Buyer's  ownership  interests in the  Receivable  Assets
     sold,  transferred  and  assigned  hereunder,  and (ii) if the  identity or
     structure of such Seller has changed and such change adversely  affects the
     rights of the Agent  under  then  existing  Lock-Box  Agreements  with such
     Seller  to take  control  of the  Lock-Box  Accounts  pursuant  to  Section
     6.03(a),  new Lock-Box  Agreements executed by such Seller and the Lock-Box
     Banks to the extent  necessary  to reflect  such  change and to continue to
     enable the Agent to exercise  such rights,  together  with related  undated
     Lock-Box Notices executed by such Seller.

         (g) Accounting of Purchases.
             -----------------------
          Prepare  any  financial   statements   which  shall  account  for  the
     transactions  contemplated  hereby in any manner other than the sale of the
     Receivable  Assets by such  Seller  to the  Buyer or in any  other  respect
     account for or treat the transactions  contemplated  hereby  (including but
     not limited to accounting  purposes,  but excluding tax reporting purposes)
     in any manner other than as a sale of the Receivable  Assets by such Seller
     to the Buyer.

         (h)  Voluntary Petitions.
              -------------------

          Cause the Buyer to file a voluntary petition under the U.S. Bankruptcy
     Code or any other bankruptcy or insolvency laws so long as the Buyer is not
     "insolvent" within the meaning of the U.S. Bankruptcy Code, and unless, and
     only unless, such filing has been authorized in accordance with the Buyer's
     Constituent Documents.


         (i) Mergers, Etc.
             ------------

          Enter into a transaction  of  consolidation  or merger with any Person
     unless  (i)  before and after  giving  effect on a pro forma  basis to such
     consolidation or merger, no event shall have occurred and be continuing, or
     would result from such  consolidation or merger,  that constitutes an Event
     of  Termination or Potential  Event of Termination  and (ii) such Person is
     not the Buyer and either (A) such Seller shall  survive such  consolidation
     or  merger  or  (B)  such  other  corporation  or  entity  formed  by  such
     consolidation or into which such Seller shall be merged shall assume,  in a
     writing on terms reasonably satisfactory to the Buyer and the Agent, all of
     such Seller's  rights,  obligations and  liabilities  under the Transaction
     Documents  and all the other  instruments  or documents  delivered or to be
     delivered thereunder.


                                       16


<PAGE>



     (j)  Maintenance of Separate Existence.
          ---------------------------------
          Take any action, or omit to take any action, if the effect is to cause
     the  Buyer to fail to  perform  or  observe  in any  material  respect  the
     covenants contained in Sections 5.01(h) and (i) of the Receivables Purchase
     Agreement or to  otherwise  cause the Buyer not to be  considered  as legal
     entity separate and distinct from such Seller.


                                   ARTICLE V

                          ADMINISTRATION AND COLLECTION

     SECTION 5.01. Designation of Buyer's Servicer.
     ---------------------------------------------
     The Seller Receivables shall be serviced, administered and collected by the
Person  (the  "Buyer's  Servicer")  designated  from time to time to perform the
duties of the Servicer under the  Receivables  Purchase  Agreement in accordance
with Section 6.01 of the Receivables Purchase Agreement,  and shall be serviced,
administered  and  collected by the Buyer's  Servicer in the manner set forth in
Section 6.02 of the Receivables  Purchase Agreement (including by subcontracting
to  any  Originator  pursuant  to  Section  6.01  of  the  Receivables  Purchase
Agreement). Until the Agent designates a new Servicer in accordance with Section
6.01 of the Receivables Purchase Agreement,  Crown (USA) is hereby designated to
act as, and Crown (USA) hereby agrees to perform the duties and  obligations of,
the Buyer's Servicer hereunder.

     SECTION 5.02. Rights of the Buyer and the Agent.
     -----------------------------------------------
          (a) Each of the  Buyer  and the  Agent  acting  together  or alone may
     notify the Obligors of Seller Receivables,  at any time and at the Seller's
     expense,  of  the  Buyer's  interest  in the  Seller  Receivables  and  the
     ownership  of  Receivable  Interests  by the  Owners.  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.  Each  Seller
     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.

          (b) At any time following the designation of a Seller's Servicer other
     than the  Seller  pursuant  to  Section  6.01 of the  Receivables  Purchase
     Agreement:


               (i) Each of the Buyer and the Agent acting together or alone may,
               at the expense of the respective  Sellers to which the respective
               Seller  Receivables  shall have been originally owed,  direct the
               Obligors  of such  Seller  Receivables,  or any of them,  to make
               payment of all amounts  due or to become due to any Seller  under
               Seller Receivables directly to the Agent or its designee.



                                       17


<PAGE>



               (ii) Each Seller shall, at the Buyer's or the Agent's request and
               at such Seller'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) Each Seller  shall,  at the Buyer's or the Agent's  request
               and at such  Seller's  expense,  (A)  assemble all of the Records
               that evidence or relate to the Receivable  Assets, 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  Seller   Receivables  in  a  manner   reasonably
               acceptable to the Agent and,  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 reasonably  commercial  steps
               in the name of any Seller and on behalf of such Seller, the Buyer
               and  the  Owners  that  are  necessary  or   desirable,   in  the
               determination  of the  Agent,  to collect  amounts  due under the
               Seller Receivables, including, without limitation, endorsing such
               Seller's  name  on  checks  and  other  instruments  representing
               Collections  of  Seller  Receivables  and  enforcing  the  Seller
               Receivables and the Related Security and related  Contracts,  and
               adjusting,   settling  or  compromising  the  amount  or  payment
               thereof, in the same manner and to the same extent as such Seller
               might have done.

     SECTION 5.03. Responsibilities of the Seller.
     --------------------------------------------
     Anything herein to the contrary notwithstanding:


          (a) Each Seller  shall  perform its  obligations  under the  Contracts
     related to the Seller  Receivables  to the same extent as if the Receivable
     Assets had not been sold and the  exercise by the Buyer or the Agent of its
     rights hereunder shall not release the Buyer's Servicer or such Seller from
     any of its duties or obligations with respect to any Seller  Receivables or
     under the related Contracts; and

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

     SECTION 5.04. Further Actions Evidencing Purchases.
     --------------------------------------------------
          (a) Each Seller 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 Buyer or the
     Agent may reasonably  request,  to perfect,  protect or more fully evidence
     the sale,  transfer and  assignment of Receivable  Assets by such Seller to
     the Buyer  hereunder and the Receivable  Interests  purchased by the Owners
     under the Receivables  Purchase Agreement,  or to enable any of them or the
     Agent  to  exercise  and  enforce  their  respective  rights  and  remedies
     hereunder or under the Receivables Purchase Agreement. Without limiting the
     foregoing,  each Seller  will,  upon the request of the Buyer or the Agent,
     (i)  execute  and  file  such  financing  or  continuation   statements  or
     amendments thereto,  and such other instruments and documents,  that may be
     necessary,  or that the  Buyer or the  Agent  may  reasonably  request,  to
     perfect, protect or evidence such sales, transfers and assignments and such
     Receivable Interests;  (ii) mark conspicuously each invoice evidencing each
     Seller Receivable and the related Contract with a legend, acceptable to the
     Buyer or the Agent, as applicable,  evidencing that such Seller Receivables
     have been sold,  transferred  and assigned to the Buyer in accordance  with
     this  Agreement;   and  (iii)  mark  its  master  data  processing  records
     evidencing such Seller Receivables and related Contracts with such legend.


                                       18


<PAGE>



          (b) Each  Seller  hereby  authorizes  each of the  Buyer and the Agent
     acting  together or alone (upon prior written notice to the Seller) to file
     one or more financing or  continuation  statements  and amendments  thereto
     relating to all or any of the  Receivable  Assets  without the signature of
     such Seller where  permitted by law. A photocopy or other  reproduction  of
     this Agreement shall be sufficient as a financing statement where permitted
     by law.

          (c) If Crown  (USA)  in its  capacity  as  Buyer's  Servicer  fails to
     perform any of its obligations hereunder,  the Buyer or the Agent may, upon
     prior written notice to Crown (USA),  itself perform,  or cause performance
     of, such obligation;  and the reasonable costs and expenses of the Agent or
     the Buyer incurred in connection  therewith  shall be payable by the Seller
     under Section 6.01 or 7.04, as applicable.


                                   ARTICLE VI

                                 INDEMNIFICATION

     SECTION 6.01. Indemnities by the Seller.
     ---------------------------------------

     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, each 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, the activities of such Seller in
connection  herewith  or  with  any  other  Transaction  Document  or the use of
proceeds of sales,  transfers and  assignments of Receivable  Assets  hereunder;
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
Seller  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,  each 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:



                                       19


<PAGE>



               (i) any  Receivable  originally  owed to such  Seller  becoming a
               Seller Receivable which is not at the date of its sale,  transfer
               and assignment hereunder an Eligible Receivable;

               (ii) any  representation  or warranty or statement made or deemed
               made  by  such  Seller  (or  any of  its  officers)  under  or in
               connection with this Agreement or any other Transaction  Document
               or any Receivables Activity Report,  Seller Report, Weekly Report
               or other document  delivered or to be delivered by such Seller 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 Seller  Receivable
               originally  owed to such  Seller or the  related  Contract or any
               Related  Security  with respect  thereto;  or the  failure,  as a
               result of any action or  omission of such  Seller,  of any Seller
               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 by any action or inaction of such Seller to vest
               in the Buyer a first priority  perfected 100% ownership  interest
               in each Seller Receivable  originally owed to such Seller and the
               Related  Security and  Collections in respect  thereof,  free and
               clear of any Adverse Claim;

               (v) the  failure of such  Seller to have  filed,  or any delay by
               such  Seller in filing,  financing  statements  or other  similar
               instruments  or  documents  under  the  PPSA  or  the  UCC of any
               applicable  jurisdiction or other applicable laws with respect to
               any  Seller  Receivable  originally  owed to such  Seller and the
               Related Security and Collections in respect  thereof,  whether at
               the time of the initial sale,  transfer and assignment  hereunder
               or at any subsequent time;

               (vi) any dispute,  claim, offset or defense (other than discharge
               in bankruptcy of the Obligor) of any Obligor with or against such
               Seller to the payment of any Seller Receivable originally owed to
               such Seller (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 by such  Seller of the
               goods or services  related to such  Receivable  or such  Seller's
               furnishing or failure to furnish such goods or services;

               (vii) any failure of Crown (USA), as Buyer's Servicer,  Servicer,
               or  otherwise,  to perform its duties,  obligations  or covenants
               under  and  in  accordance  with  this  Agreement  or  any  other
               Transaction  Documents  or to perform  its duties or  obligations
               under any Contract;



                                       20


<PAGE>




               (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 any action or omission of
               such Seller and the 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 such  Seller of  Collections  of Seller
               Receivables originally owed to such Seller at any time with other
               funds;

               (x) any action or omission by such Seller, whether as Servicer or
               otherwise,   reducing  or  impairing  the  rights  of  the  Buyer
               hereunder  or of any  Owner of a  Receivable  Interest  under the
               Receivables Purchase Agreement, any other Transaction Document or
               any other  instrument or document  furnished  pursuant  hereto or
               thereto or with respect to any Seller Receivable;

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

               (xii) (A) any investigation,  litigation or proceeding related to
               or arising from this Agreement, any other Transaction Document or
               any other instrument or document furnished  pursuant thereto,  or
               any  transaction  contemplated by this Agreement or any Contract,
               or the ownership of, or other interest in, any Seller  Receivable
               originally owed to such Seller,  the related  Contract or Related
               Security,  excluding,  however, Indemnified Amounts to the extent
               resulting  from a claim of any  Indemnified  Party  that does not
               arise out of or result from any action or omission of such Seller
               or (B) the use by such Seller of  proceeds of any sale,  transfer
               and assignment of any Receivable Asset hereunder;

               (xiii) the existence of any Adverse Claim against or with respect
               to any Seller  Receivable  originally  owed to such  Seller,  the
               related  Contract,  Related Security or Collections and resulting
               from any act or omission of such Seller;

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

               (xv) any claim  brought by any Person  other than an  Indemnified
               Party  arising  from any action or  omission of by such Seller or
               any Affiliate of such Seller (other than the Buyer) in servicing,
               administering or collecting any Seller Receivable originally owed
               to such Seller; or



                                       21


<PAGE>



               (xvi) any failure by any Lock-Box Bank holding a Lock-Box Account
               in the  name of such  Seller  to  comply  with  the  terms of the
               Lock-Box Agreement to which such Lock-Box Bank is a party; or

               (xvii) to the extent not covered by the  foregoing  clauses,  the
               occurrence and continuance of any Event of Termination  resulting
               from an act or omission of such Seller.


                                  ARTICLE VII

                                 MISCELLANEOUS

     SECTION 7.01. Amendments, Etc.
     -----------------------------
     No amendment or waiver of any provision of this Agreement or consent to any
departure by any Seller or the Buyer  therefrom  shall be effective  unless in a
writing  and  signed by the Agent  (with the  consent  or at the  request of the
Required  Purchasers) and, in the case of any such waiver or consent,  the party
against  which the waiver or consent  is to be  enforced  or, in the case of any
such amendment, the Buyer and each Seller, and then such waiver or consent shall
be  effective  only in the specific  instance  and for the specific  purpose for
which  given.  No failure  on the part of the  Buyer,  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.

     SECTION 7.02. 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,  to
each party  hereto,  at its address  set forth  under its name on the  signature
pages hereof or 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 answerbacks,  respectively, except that notices
and  communications  to the Buyer and the Agent pursuant to Article II shall not
be effective until received by the Buyer and the Agent.


     SECTION 7.03. Binding Effect; Assignability.
     -------------------------------------------
     This Agreement  shall become  effective when it shall have been executed by
each Seller  (including  Crown (USA) as the Buyer's  Servicer) and the Buyer and
acknowledged by the Agent, and thereafter shall be binding upon and inure to the
benefit of such Seller,  the Buyer, the Agent, and each other  Indemnified Party
and their  respective  successors and assigns,  except that no Seller shall have
the right to assign its rights or obligations  hereunder or any interest  herein
without  the prior  written  consent of the Buyer and the  Agent,  and the Buyer
shall not have the right to assign its rights or  obligations  hereunder  or any
interest  herein except  pursuant to the Consent and  Agreement.  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 the
Termination Date;  provided,  however,  that rights and remedies with respect to
the  provisions of Article VI and Sections  2.03,  7.04,  7.05 and 7.06 shall be
continuing and shall survive any termination of this Agreement.



                                       22


<PAGE>




     SECTION 7.04. Costs, Expenses and Taxes.
     ---------------------------------------

          (a) In addition to the rights of  indemnification  granted  under this
     Agreement,  each Seller  agrees to pay on demand 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 or thereunder, and
     costs and  expenses,  if any,  incurred by the Buyer under Section 11.04 of
     the Receivables Purchase Agreement,  including, without limitation, in each
     case, the reasonable  fees and  disbursements  of counsel for the Agent and
     the Purchasers with respect thereto and advising the Agent as to its rights
     and remedies  hereunder.  Each 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  instruments  and  documents  to be  delivered  in
     connection herewith or therewith.

          (b) In addition, each Seller agrees to pay any present or future stamp
     or  documentary  taxes or any other  excise or property  taxes,  charges or
     similar  levies  that arise from any  payment  made  hereunder  or from the
     execution,  delivery or registration of, or otherwise with respect to, this
     Agreement,  any  other  Transaction  Document,  or any  other  document  or
     instrument  delivered in connection  herewith or therewith  (but  excluding
     income taxes,  such  non-excluded  taxes being  hereinafter  referred to as
     "Other Taxes").  Each Seller shall indemnify each Indemnified Party for and
     hold it harmless against the full amount of Other Taxes (including, without
     limitation,  any taxes imposed by any jurisdiction on amounts payable under
     this Section 7.04(b)) 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 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).

     SECTION 7.05. NonBusiness Days.
     ------------------------------
     In any case where any  payment or action is due under this  Agreement  on a
day which is not a Business  Day, such payment or action may be made on the next
succeeding  Business  Day,  but such  extension  of time  shall in such  case be
included in the computation of payment of interest or fees, as the case may be.

     SECTION 7.06. Confidentiality.
     -----------------------------
     Except as otherwise  required by applicable law, each of the parties hereto
agrees to  maintain  the  confidentiality  of this  Agreement,  the  Receivables
Purchase Agreement, the Consent and Agreement,  the Parent Undertaking,  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 Purchase 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 7.06, (ii) to each Seller's,  the Buyer'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,  and (iv) pursuant to court
order or subpoena;  provided,  however,  that each of the parties  hereto agrees
that the disclosure of this Agreement,  the Receivables Purchase Agreement,  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.


                                       23


<PAGE>




     SECTION 7.07. Governing Law.
     ---------------------------
     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE
LAWS OF THE STATE OF NEWYORK.

     SECTION 7.08. Consent to Jurisdiction.
     -------------------------------------
          (a)  Each  of  the  Sellers  and  the  Buyer  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 Sellers
     and the Buyer 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 Sellers and the Buyer 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 7.02 by
     registered mail, return receipt requested, or in any other manner permitted
     by  applicable  law.  Each of the Sellers and the Buyer 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 Sellers and the Buyer irrevocably and  unconditionally
     waives,  to the fullest  extent it may legally and  effectively  do so, any
     objection  that it may now or hereafter  have to the laying of venue of any
     suit, action or proceeding  arising out of or relating to this Agreement or
     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.



                                       24


<PAGE>




     SECTION 7.09. 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 7.10. Intent of the Parties, etc.
     ----------------------------------------
     As provided in Section  2.01(b),  the parties to this Agreement intend that
the  transaction  contemplated  by this Agreement shall be, and shall be treated
as, a purchase by the Buyer and a sale by each Seller of  Receivable  Assets and
not as a lending  transaction.  Recognizing the risk that,  notwithstanding  the
parties' intent, a court deciding the issue might  recharacterize the Receivable
Asset transfers contemplated hereby as a secured lending transaction,  it is the
intention of the parties hereto, in the event of such  recharacterization,  that
this Agreement shall  constitute a security  agreement under applicable law, and
that each Seller shall be deemed to have  granted to the Buyer a duly  perfected
first  priority  security  interest  in all of such  Seller's  right,  title and
interest in such Receivable Assets, whether now owned or hereafter acquired, and
all cash and  non-cash  proceeds in respect  thereof,  free and clear of Adverse
Claims.  In  contemplation  of such risk (but only for such  purpose),  (a) each
Seller  hereby  grants to the Buyer a duly  perfected  first  priority  security
interest in all of such Seller's right,  title and interest in, to and under the
Receivable  Assets,  whether now owned or hereafter  acquired,  and all cash and
non-cash proceeds in respect thereof and (b) if such Seller shall have taken any
action, or suffered any event to occur, of the type described in Section 7.01(g)
of the  Receivables  Purchase  Agreement,  all of the obligations of such Seller
under this Agreement shall automatically become and be due and payable,  without
presentment,  demand, protest or any notice of any kind, all of which are hereby
expressly waived by such Seller.

     SECTION 7.11. Entire Agreement.
     ------------------------------
     This  Agreement  and the other  Transaction  Documents to which the parties
hereto  are  party  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 7.12. 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.


                                       25


<PAGE>



     SECTION 7.13. 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 or the actions of the Agent or any  Indemnified  Party in
the negotiation, administration, performance or enforcement hereof or thereof.


     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 COMPANY (USA), INC.



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

                                         One Crown Way
                                         Philadelphia, PA  19154

                             Attention:  Michael B. Burns

                             Telephone No.:    (215) 698-5036
                             Telecopier No.:   (215) 676-6011




<PAGE>



                             CONSTAR, INC.



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

                                              One Crown Way
                                              Philadelphia, PA  19154

                             Attention:       Michael B. Burns

                             Telephone No.:   (215) 698-5036
                             Telecopier No.:  (215) 676-6011




<PAGE>



                             RISDON-AMS (USA), INC.



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

                                              One Risdon Street
                                              Naugatuck, CT  06770

                             Attention:       Michael B. Burns

                             Telephone No.:   (215) 698-5036
                             Telecopier No.:  (215) 676-6011






<PAGE>



                             ZELLER PLASTIK, INC.



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

                                              1515 Franklin Boulevard
                                              Libertyville, IL  60048-4459

                             Attention:       Michael B. Burns

                             Telephone No.:   (215) 698-5036
                             Telecopier No.:  (215) 676-6011





<PAGE>



                             CROWN CORK & SEAL CANADA INC.



                        By:  /s/ Adrian Cobbold
                             ------------------------------
                             Name:   Adrian Cobbold
                             Title:  Director of Finance
                                       and Chief Financial Officer

                                              7900 Keele Street
                                              Concord, Ontario L4K 2A3
                                              Canada

                             Attention:       Adrian Cobbold

                             Telephone No.:   (905) 660-8250
                             Telecopier No.:  (905) 669-9236



<PAGE>



                             CROWN CORK & SEAL RECEIVABLES (DE) CORPORATION



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

                                               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>


Acknowledged as of the date first above written:

CITIBANK, N.A.,
   as Agent

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