EXECUTION COPY









                             UNDERTAKING AGREEMENT

                          Dated as of January 26, 2001

                   as amended and restated as of May 7, 2001

                                    made by

                        CROWN CORK & SEAL COMPANY, INC.

                                 as the Parent,
                                 -- --- ------
                                  in favor of

                       THE PURCHASERS REFERRED TO HEREIN

                                      and

                                 CITIBANK, N.A.

                                    as Agent
                                    -- -----








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                               TABLE OF CONTENTS
                                                                          Page

PRELIMINARY STATEMENTS.

  SECTION 1.   Unconditional Undertaking.....................................2

  SECTION 2.   Obligations Absolute..........................................2

  SECTION 3.   Waivers and Acknowledgments...................................4

  SECTION 4.   Subrogation...................................................4

  SECTION 5.   Representations and Warranties................................5

  SECTION 6.   Covenants.....................................................7

  SECTION 7.   Payments Free and Clear of Taxes, etc........................12

  SECTION 8.   Amendments, etc..............................................13

  SECTION 9.   Addresses for Notices........................................13

  SECTION 10.  No Waiver; Remedies..........................................13

  SECTION 11.  Continuing Agreement; Assignments under Receivables
                 Purchase Agreement.........................................13

  SECTION 12.  Entire Agreement.............................................14

  SECTION 13.  Severability of Provisions...................................14

  SECTION 14.  Confidentiality..............................................14

  SECTION 15.  Governing Law; Jurisdiction; Waiver of Jury Trial, etc.......14



                                    EXHIBITS

  Exhibit A    Certain Defined Terms

  Exhibit B    Form of Compliance Certificate





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                              UNDERTAKING AGREEMENT


     UNDERTAKING AGREEMENT (this "Agreement"),  dated as of January 26, 2001, as
amended and restated as of May 7, 2001 made by CROWN CORK & SEAL COMPANY,  INC.,
a Pennsylvania corporation (the "Parent"), in favor of the Purchasers as defined
in the  Receivables  Purchase  Agreement and  CITIBANK,  N.A.  ("Citibank"),  as
administrative agent (the "Agent") for the Purchasers and the other Owners.

                            PRELIMINARY STATEMENTS.

     1. The Parent has executed and delivered an Undertaking  Agreement dated as
of January 26, 2001 (such Undertaking  Agreement being the "Existing Undertaking
Agreement").

     2. The Parent,  the Agent,  the Purchasers and the other Owners have agreed
that the Parent  shall amend and restate the Existing  Undertaking  Agreement in
connection  with the  amendment  and  restatement  of the  Receivables  Purchase
Agreement (as hereinafter  defined) and the  Contribution and Sale Agreement (as
hereinafter defined) on the date hereof.

     3.  The  Parent  owns,  directly  or  indirectly,  all  of the  issued  and
outstanding  shares  of  common  stock of  Crown  Cork & Seal  Receivables  (DE)
Corporation,  a Delaware  corporation (the "Seller"),  and all of the issued and
outstanding shares of common stock of each of the Originators (as defined in the
Receivables Purchase Agreement).

     4. The Seller and Crown (USA) as Servicer  have entered into a  Receivables
Purchase  Agreement  dated as of January 26, 2001, as amended and restated as of
the date hereof (such agreement, as it may from time to time be further amended,
supplemented or otherwise modified,  being the "Receivables Purchase Agreement")
with the  Purchasers  and Citibank,  N.A.,  as the Agent,  pursuant to which the
Seller may sell to each Purchaser  undivided  percentage  ownership interests in
its accounts  receivable  that were  originally owed to each Originator and that
have been acquired from time to time by the Seller from each Originator pursuant
to a Receivables  Contribution  and Sale Agreement dated as of January 26, 2001,
as amended and  restated as of the date hereof (such  agreement,  as it may from
time to time be further amended,  supplemented or otherwise modified,  being the
"Contribution  and Sale  Agreement")  among the  Originators,  as  sellers,  the
Seller, as the Buyer, and Crown (USA), as the Buyer's Servicer.

     5. Terms  defined  in either  the  Receivables  Purchase  Agreement  or the
Contribution and Sales Agreement and not otherwise defined in this Agreement are
used  in  this  Agreement  (including,  without  limitation,  Exhibit  A to this
Agreement) as defined in the Receivables  Purchase Agreement or the Contribution
and Sale  Agreement,  as applicable.  Capitalized  terms defined in Exhibit A to
this Agreement are used in this Agreement as defined in such Exhibit A.



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     6. It is a condition  precedent to the making of the initial Purchase under
the  Receivables  Purchase  Agreement  that the Parent  shall have  executed and
delivered this Agreement.

     NOW,  THEREFORE,  in  consideration  of the premises,  and the  substantial
direct and  indirect  benefits  to the Parent  from the  financing  arrangements
contemplated by the Receivables Purchase Agreement and the Contribution and Sale
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parent hereby agrees that, effective as of
the date hereof, the Existing  Undertaking  Agreement is amended and restated as
follows:

     SECTION 1. Unconditional Undertaking. The Parent hereby unconditionally and
irrevocably  undertakes  and  agrees  with  and for the  benefit  of each of the
Purchasers  and the other Owners and the Agent  (collectively  the  "Indemnified
Parties") to cause the due and punctual  performance  and  observance by each of
(a) the Seller and its  successors  and  assigns,  (b)  Servicer (so long as any
Affiliate of the Parent is the  Servicer)  and (c) each of the  Originators  and
each of their  respective  successors and assigns,  in each case of clauses (a),
(b), and (c), of all of the terms, covenants, agreements, undertakings and other
obligations on the part of the Seller, the Servicer (so long as any Affiliate of
the Parent is the Servicer) or each of the  Originators,  as  applicable,  to be
performed or observed  under each of the  Receivables  Purchase  Agreement,  the
Contribution  and Sale  Agreement  and the other  Transaction  Documents and the
other documents  delivered in connection  therewith in accordance with the terms
thereof,  including,  without  limitation,  the  obligations to pay when due all
monetary  obligations  of each  of the  Seller,  the  Servicer  (so  long as any
Affiliate of the Parent is the  Servicer) and the  Originators  now or hereafter
existing under the Receivables  Purchase  Agreement,  the  Contribution and Sale
Agreement and the other Transaction Documents, whether for Collections received,
deemed Collections, Yield, interest, indemnifications,  fees, costs, expenses or
otherwise (such terms, covenants, agreements, undertakings and other obligations
being the  "Obligations")  and undertakes and agrees to pay any and all expenses
(including  reasonable  counsel fees and expenses)  incurred by the  Indemnified
Parties,  or any of them, in enforcing any rights under this  Agreement.  In the
event that the Seller,  the Servicer (so long as any  Affiliate of the Parent is
the Servicer) or any of the Originators  shall fail in any manner  whatsoever to
perform or observe any of its Obligations  when the same shall be required to be
performed or observed,  then the Parent shall itself duly and punctually perform
or observe,  or cause to be duly and  punctually  performed and  observed,  such
Obligation,  and it shall not be a condition to the accrual of the obligation of
the Parent  hereunder to perform or observe any Obligation (or to cause the same
to be performed or observed)  that any  Indemnified  Party shall have first made
any request of or demand upon or given any notice to the  Seller,  the  Servicer
(whether  or not any  Affiliate  of the  Parent is the  Servicer)  or any of the
Originators or any of their successors or assigns, or have instituted any action
or proceeding  against the Seller, the Servicer (whether or not any Affiliate of
the Parent is the Servicer) or any of the Originators or any of their successors
or assigns in respect thereof.


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     SECTION 2. Obligations Absolute.  The Parent undertakes and agrees that the
Obligations will be paid and performed  strictly in accordance with the terms of
the  Transaction  Documents  and each other  document  delivered  in  connection
therewith, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of any Indemnified
Party with respect  thereto.  The obligations of the Parent under this Agreement
are  independent  of the  Obligations,  and a separate  action or actions may be
brought  and   prosecuted   against  the  Parent  to  enforce  this   Agreement,
irrespective of whether any action is brought  against the Seller,  the Servicer
(whether  or not any  Affiliate  of the  Parent is the  Servicer)  or any of the
Originators or whether the Seller, the Servicer (whether or not any Affiliate of
the Parent is the  Servicer)  or any of the  Originators  are joined in any such
action or actions.  The  liability of the Parent under this  Agreement  shall be
irrevocable,  absolute  and  unconditional  irrespective  of, and, to the extent
permitted by law, the Parent hereby  irrevocably waives any defenses (except for
any defenses  arising or accruing as a result of the gross negligence or willful
misconduct of the  Indemnified  Parties) it may now or hereafter have in any way
relating to, any or all of the following:

          (a) any lack of validity or  enforceability  of the Obligations or any
     Pool Receivable, any Receivable Interest or any Related Security, or of any
     Transaction Document or any other document relating thereto;

          (b) any change in the time,  manner or place of payment  of, or in any
     other  term  of,  all  or  any of the  Obligations  under  the  Transaction
     Documents or any other document relating thereto, or any other amendment or
     waiver of or any consent to departure from any Transaction  Document or any
     other document relating thereto;

          (c) any taking,  exchange,  release or  nonperfection of or failure to
     transfer  title  to  any  asset  or  collateral,  or any  taking,  release,
     amendment or waiver of or consent to departure  from any guaranty,  for all
     or any of the Obligations;

          (d) any manner of application of any asset or collateral,  or proceeds
     thereof,  to all or any of the Obligations,  or any manner of sale or other
     disposition of any asset or collateral for all or any of the Obligations or
     any other  obligations  of the  Seller,  the  Servicer  (whether or not any
     Affiliate of the Parent is the  Servicer) or any of the  Originators  under
     the Transaction Documents or any other document relating thereto;

          (e) any change,  restructuring  or  termination  of the  structure  or
     existence of the Seller,  the Servicer (whether or not any Affiliate of the
     Parent is the Servicer) or any of the Originators;

          (f) any failure of any Indemnified Party to disclose to the Parent any
     information relating to the financial condition, operations,  properties or
     prospects  of the Seller,  or any of the  Originators  now or in the future
     known to such Indemnified Party (the Parent waiving any duty on the part of
     such Indemnified Party to disclose such information);



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          (g) any impossibility or  impracticality  of performance,  illegality,
     any act of any government,  or any other circumstance  (including,  without
     limitation,  any statute of limitations) or any existence of or reliance on
     any representation by any Indemnified Party that might constitute a defense
     available to, or a discharge of, the Seller,  the Servicer  (whether or not
     any Affiliate of the Parent is the Servicer) or any of the Originators or a
     guarantor of the Obligations; or

          (h) any other  circumstance,  event or happening  whatsoever,  whether
     foreseen  or  unforeseen  and  whether  similar or  dissimilar  to anything
     referred to above in this Section 2.

This Agreement shall continue to be effective or be reinstated,  as the case may
be, if at any time (x) any payment in connection  with any of the Obligations is
rescinded or must  otherwise be returned by any  Indemnified  Party,  or (y) any
performance   or  observance  of  any   Obligation  is  rescinded  or  otherwise
invalidated,  upon the insolvency,  bankruptcy or  reorganization of the Seller,
the  Servicer  (if any  Affiliate  of the Parent is the  Servicer) or any of the
Originators  or otherwise,  all as though payment had not been made or as though
such Obligation had not been performed or observed.

     SECTION 3. Waivers and Acknowledgments.
     --------------------------------------

     (a) To the extent  permitted by  applicable  law, the Parent  hereby waives
promptness,  diligence, notice of acceptance and any other notice (except to the
extent that such other notice is expressly required to be given to the Parent by
any Indemnified Party pursuant to any other  Transaction  Document) with respect
to any of the  Obligations  and this  Agreement and any other  document  related
thereto, and any requirement that any Indemnified Party protect, secure, perfect
or insure any lien or any property  subject thereto or exhaust any right or take
any action against the Seller, the Servicer (whether or not any Affiliate of the
Parent is the  Servicer)  or any of the  Originators  or any other Person or any
asset or collateral.

     (b) The  Parent  hereby  waives  any right to revoke  this  Agreement,  and
acknowledges  that this  Agreement  is  continuing  in nature and applies to all
Obligations, whether existing now or in the future.

     SECTION 4. Subrogation.
     ----------------------
     The Parent  shall not exercise or assert any rights that it may now have or
hereafter acquire against the Seller,  the Servicer (to the extent the Parent is
not the  Servicer),  or any of the  Originators  that arise from the  existence,
payment,  performance  or  enforcement  of the Parent's  obligations  under this
Agreement or any other Transaction Document,  including, without limitation, any
right   of   subrogation,    reimbursement,    exoneration,    contribution   or
indemnification  or any  right to  participate  in any  claim or  remedy  of any
Indemnified Party against the Seller, such Servicer or any of the Originators or
any asset or  collateral,  whether or not such claim,  remedy or right arises in
equity or under contract, statute or common law, including,  without limitation,
the  right to take or  receive  from the  Seller,  such  Servicer  or any of the
Originators,  directly or indirectly,  in cash or other property or by setoff or
in any other  manner,  payment or security  on account of such claim,  remedy or
right,  unless and until all amounts in connection  with the Obligations and all
amounts payable under this Agreement shall have been paid in full and


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all other  amounts  payable to the  Indemnified  Parties  under the  Transaction
Documents  shall  have been  paid in full.  If any  amount  shall be paid to the
Parent in violation of the preceding  sentence at any time prior to the later of
(i) the payment in full of the  Obligations  and all other amounts payable under
this  Agreement  and all amounts  payable to the  Indemnified  Parties under the
Transaction  Documents and (ii) the Termination  Date, such amount shall be held
in trust for the benefit of the Indemnified  Parties and shall forthwith be paid
to the Agent to be credited and applied to the  Obligations,  whether matured or
unmatured,  in accordance with the terms of the  Transaction  Documents or to be
held by the Agent as collateral  security for any Obligations payable under this
Agreement thereafter arising.

     SECTION 5. Representations and Warranties.
     -----------------------------------------

     The Parent hereby represents and warrants as follows:

               (a)  The  Parent  is a  corporation  duly  incorporated,  validly
          existing and in good standing  under the laws of the  jurisdiction  of
          its  organization.  Except  where  failure  could  not  be  reasonably
          expected  to have a Material  Adverse  Effect,  the Parent (a) is duly
          qualified  to  transact  business  and is in  good  standing  in  each
          jurisdiction   where  the  nature  and  extent  of  its  business  and
          properties   require  the  same,   and  (b)  possesses  all  requisite
          authority, power, licenses,  approvals, permits,  authorizations,  and
          franchises to use its assets and conduct its business as is now being,
          or is contemplated herein to be, conducted.

               (b) All of the issued and  outstanding  shares of common stock of
          the  Seller  and  each of the  Originators,  are  owned,  directly  or
          indirectly,  by the  Parent,  or by a  corporation  owned  directly or
          indirectly by the stockholders of the Parent in substantially the same
          proportions  as their  ownership of stock of the Parent,  in each case
          free and clear of any  Adverse  Claim other than a pledge of the stock
          of the Originators as security for the Existing Credit Facilities.

               (c) The execution, delivery and performance by the Parent of each
          of this  Agreement  and the other  Transaction  Documents to which the
          Parent  is a  party,  and the  transactions  contemplated  hereby  and
          thereby,  are within the  Parent's  corporate  powers,  have been duly
          authorized by all necessary corporate action and do not (i) contravene
          the Parent's charter or bylaws, (ii) violate any applicable law, rule,
          regulation, order, writ, judgment,  injunction,  decree, determination
          or award binding on or affecting the Parent or any of its  properties,
          or (iii)  breach  or  result  in a  default  under,  or  result in the
          acceleration  of (or entitle any party to accelerate)  the maturity of
          any  obligation  of the  Parent  under,  or result in or  require  the
          creation of any lien upon or security  interest in any property of the
          Parent  pursuant  to the  terms  of,  any  credit  or loan  agreement,
          indenture,  or other  agreement or instrument  binding on or affecting
          the Parent or any of its  properties.  Each of this  Agreement and the
          other  Transaction  Documents to which the Parent is a party have been
          duly executed and delivered by the Parent.

               (d) No  authorization  or  approval  or other  action  by, and no
          notice to or filing with,  any  governmental  authority or  regulatory
          body or other Person is required for the due  execution,  delivery and
          performance  by the  Parent  of  this  Agreement  or any of the  other
          Transaction  Documents to which the Parent is a party or to ensure the
          legality, validity or enforceability hereof or thereof.



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               (e) Each of this Agreement and the other Transaction Documents to
          which  the  Parent  is a  party  are  the  legal,  valid  and  binding
          obligation of the Parent enforceable  against the Parent in accordance
          with its terms,  subject to  bankruptcy,  insolvency,  reorganization,
          moratorium or similar laws affecting the rights of creditors generally
          and to general equitable principles.

               (f)  The  consolidated  balance  sheet  of  the  Parent  and  its
          consolidated  subsidiaries  as at December 31,  2000,  and the related
          consolidated statements of income and cash flows of the Parent and its
          consolidated subsidiaries for the fiscal year then ended, in each case
          certified   by   PricewaterhouseCoopers    LLP,   independent   public
          accountants,  copies of which have been furnished to the Agent, fairly
          present in all material respects the consolidated  financial condition
          of the Parent and its  consolidated  subsidiaries  as at such date and
          the  consolidated  results  of the  operations  of the  Parent and its
          consolidated  subsidiaries  for the period ended on such date,  all in
          accordance  with GAAP and, since December 31, 2000,  there has been no
          material adverse change in such condition or operations of the Parent,
          or the ability of the Parent to perform its  obligations  hereunder or
          under any other  Transaction  Document to which it is a party, in each
          case other than to the extent expressly set forth on Schedule V to the
          Receivables  Purchase  Agreement,  Schedule V to the  Contribution and
          Sale Agreement,  or in any public filing prior to the date hereof with
          the Securities and Exchange Commission.

               (g) Except as disclosed in the Parent's  public  filings prior to
          the date hereof with the  Securities  and  Exchange  Commission  or as
          disclosed  in  writing  to the  Agent on or prior to the date  hereof,
          there is no pending or, to the  knowledge  of the  Parent,  threatened
          action,  suit  or  proceeding  affecting  the  Parent  or  any  of its
          subsidiaries,   or  its  property  or  the  property  of  any  of  its
          subsidiaries, before any court, governmental agency or arbitrator that
          could  reasonably be expected to have a Material  Adverse  Effect,  or
          that purports to affect the legality,  validity or  enforceability  of
          this Agreement or any of the other Transaction  Documents to which the
          Parent is a party.

               (h)  Each  Seller  Report,   Weekly  Report,   Daily  Report  and
          Receivables Activity Report (in each case if prepared by the Parent or
          any Affiliate  thereof,  or to the extent that  information  contained
          therein is supplied by the Parent or any Affiliate thereof),  and each
          notice  or  other  written  item of  information,  exhibit,  financial
          statement,  document,  book,  record  or  report,  furnished  or to be
          furnished  at any time by the Parent or any  Affiliate  thereof to any
          Indemnified  Party in each  case in  connection  with any  Transaction
          Document  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 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.



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               (i) There are no  conditions  precedent to the  effectiveness  of
          this Agreement or any of the other Transaction  Documents to which the
          Parent is a party that have not been satisfied or waived.

               (j) The  obligations  of the Parent under this Agreement and each
          of the other  Transaction  Documents to which the Parent is a party do
          rank and will rank at least pari passu in  priority  of payment and in
          all other respects with all other unsecured Debt of the Parent.

               (k) The Parent is neither a "holding  company" nor a  "subsidiary
          holding  company"  of a "holding  company"  within the  meaning of the
          Public  Utility  Holding  Company  Act of  1935,  as  amended,  or any
          successor statute.  Neither the Parent nor any of its Affiliates is an
          "investment  company" within the meaning of the Investment Company Act
          of 1940, as amended, or any successor statute.

               (l) (i) Except with respect to the Continental Can  International
               Corp.  Salaried  Pension  Plan for 1993,  no Plan has incurred an
               accumulated  funding  deficiency,  as defined  in Section  302 of
               ERISA and  Section 412 of the Code,  (ii)  neither the Parent nor
               any ERISA  Affiliate  has incurred  material  liability  which is
               currently  due and remains  unpaid under Title IV of ERISA to the
               PBGC or to a Plan in  connection  with any such Plan  (excluding,
               however,  premiums  that may be owed to the PBGC),  (iii) neither
               the Parent nor any ERISA  Affiliate  has withdrawn in whole or in
               part from  participation in a Multiemployer  Plan,  except to the
               extent that any such withdrawal  could not reasonably be expected
               to have a  Material  Adverse  Effect,  (iv)  the  Parent  has not
               engaged in any  "prohibited  transaction"  (as defined in Section
               406 of  ERISA  or  Section  4975 of the  Code)  which  would be a
               Material  Adverse Event,  and (v) no Reportable Event (as defined
               in Section 4043 of ERISA) has occurred  which is likely to result
               in the termination of a Plan. The actuarial  present value of all
               accumulated  benefit  liabilities within the meaning of Statement
               of Financial  Accounting  Standards No. 35 under each Plan (based
               on those actuarial  assumptions  used to fund such Plan) did not,
               as of December 31,  1999,  exceed the value of the assets of such
               Plan, and the total  actuarial  present values of all accumulated
               benefit  liabilities within the meaning of Statement of Financial
               Accounting  Standards No. 35 of all Plans (based on the actuarial
               assumptions  used to fund each such Plan) did not, as of December
               31, 1999, exceed the value of the assets of all such Plans.

     SECTION 6. Covenants.
     --------------------
     The Parent  covenants and agrees that,  until the date that occurs 365 days
after the latest of (i) the  Commitment  Termination  Date, and (ii) the date on
which no Capital of any Receivable  Interest shall be outstanding  and no Yield,
fees or other amounts remain unpaid under the  Receivables  Purchase  Agreement,
the Parent  will,  unless the Required  Purchasers  shall  otherwise  consent in
writing:



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          (a) Compliance with Laws, Etc.
              -------------------------
          Comply  in all  material  respects  with the  provisions  of all laws,
     rules, regulations and orders applicable to it.

          (b)  Preservation  of  Corporate  Existence, Etc.
               -------------------------------------------
          At all times (i)  maintain  its  existence  and good  standing  in the
     jurisdiction of its organization  (provided,  however,  that the Parent may
     consummate any merger or  consolidation  permitted  under Section 6(e)) and
     its  authority to transact  business in all other  jurisdictions  where the
     failure to so maintain its authority to transact  business could reasonably
     be expected to have a Material Adverse Effect;  (ii) maintain all licenses,
     permits,  and franchises necessary for its business where the failure to so
     maintain could  reasonably be expected to have a Material  Adverse  Effect;
     and (iii) keep all of its  assets  which are used in and  necessary  to its
     business  in good  working  order  and  condition  (ordinary  wear and tear
     excepted) and make all necessary repairs thereto and replacements  thereof,
     except where the failure to do so would not  reasonably be expected to have
     a Material  Adverse  Effect.  (c)  Inspections.  From time to time upon two
     days' prior notice and during  regular  business  hours as requested by the
     Agent or any  Purchaser,  or 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,  allow the Agent or any Purchaser (or their
     respective agents or  representatives)  to inspect any of the properties of
     the  Parent or any of its  consolidated  subsidiaries,  to review  reports,
     files,  and  other  records  of the  Parent  or  any  of  its  consolidated
     subsidiaries and to make and take away copies thereof,  to conduct tests or
     investigations, and to discuss any of the affairs, conditions, and finances
     of the  Parent  or any of its  consolidated  subsidiaries  with  the  other
     creditors,  directors,  officers,  employees,  other  representatives,  and
     independent  accountants of the Parent and its  consolidated  subsidiaries,
     all at the expense of the
     Parent.

     d) Reporting Requirements.
        ----------------------
     Furnish to the Agent:
               (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 the
               Parent and its  consolidated  subsidiaries  as of the end of such
               quarter and unaudited  consolidated and consolidating  statements
               of income and an unaudited  consolidated  statement of cash flows
               of the Parent and its  consolidated  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 the  Parent  and its
               consolidated 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



                                       8


<PAGE>



               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 the Parent as having been
               prepared in accordance with GAAP, provided, however, that no such
               balance sheets, statements of income or statements of cash flows,
               as  applicable,  shall  be  required  if and to the  extent  such
               balance sheets, statements of income and statements of cash flows
               are  available  on  the  Securities  and  Exchange   Commission's
               Electronic Data Gathering, Analysis and Retrieval database;

               (ii) as soon as available  and in any event within 120 days after
               the end of each fiscal  year,  a copy of the annual  audit report
               for such year for the Parent and its  consolidated  subsidiaries,
               including therein  consolidated and consolidating  balance sheets
               of the Parent and its consolidated  subsidiaries as of the end of
               such fiscal year and consolidated and consolidating statements of
               income and a  consolidated  statement of cash flows of the Parent
               and its  consolidated  subsidiaries for such fiscal year, in each
               case  accompanied  by an  opinion  acceptable  to  the  Agent  of
               PricewaterhouseCoopers    LLP   or   other   independent   public
               accountants of recognized standing  reasonably  acceptable to the
               Agent, provided,  however, that no such copy of such annual audit
               report or opinion, as applicable, shall be required if and to the
               extent that such annual audit report and opinion are available on
               the  Securities  and  Exchange   Commission's   Electronic   Data
               Gathering, Analysis and Retrieval database;

               (iii)  promptly  after the  commencement  thereof,  notice of all
               actions and proceedings  before any court or governmental  agency
               or arbitrator or other authority affecting the Parent of the type
               described in Section 5(g);

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

               (v) 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 the Parent and its  subsidiaries,  in form
               and substance satisfactory to the Agent;



                                       9


<PAGE>



               (vi) promptly  after the sending  thereof,  copies of all reports
               that the Parent sends to each of its securityholders,  and copies
               of all reports and registration  statements that the Parent files
               with the Securities and Exchange Commission  (provided,  however,
               that no such copies  shall be required  with  respect to any such
               reports and  registration  statements  which are available on the
               Securities and Exchange  Commission's  Electronic Data Gathering,
               Analysis and Retrieval database);

               (vii)  promptly  upon its  receipt  of any  notice,  request  for
               consent,  financial  statements,  certification,  report or other
               communication   under  or  in  connection  with  any  Transaction
               Document  from any Person  other  than the  Agent,  copies of the
               same;

               (viii) as soon as possible  and in any event  within five days of
               the Parent's  knowledge  thereof,  notice of (A) any  litigation,
               investigation  or  proceeding  against  the  Parent or any of its
               Affiliates  which  may  exist  at  any  time  and  which,  in the
               reasonable  judgment of the Parent,  could be reasonably expected
               to have a material  adverse effect on the financial  condition or
               results of  operations  of the Parent,  impair the ability of the
               Parent to  perform  its  obligations  under  this  Agreement,  or
               materially  adversely  affect  the  collectibility  of  the  Pool
               Receivables, and (B) any material adverse development in any such
               previously disclosed litigation, investigation or proceeding;

               (ix) promptly after the Parent knows or has reason to know of any
               of the following events, notice of such event: (A) the occurrence
               of a  Reportable  Event that,  alone or  together  with any other
               Reportable  Event (as  defined in Section  4043 of ERISA),  could
               reasonably  be expected to result in  liability  of the Parent to
               the PBGC in an aggregate amount exceeding  $100,000,000;  (B) any
               expressed  statement  in  writing  on the part of the PBGC of its
               intention to terminate any Plan or Plans;  (C) the Parent's or an
               ERISA  Affiliate's  becoming  obligated  to file  with the PBGC a
               notice of failure to make a required installment or other payment
               with respect to any Plan;  or (D) the receipt by the Parent or an
               ERISA  Affiliate  from the  sponsor  of a  Multiemployer  Plan of
               either a notice concerning the imposition of withdrawal liability
               in an aggregate amount exceeding $100,000,000 or of the impending
               termination or reorganization of such Multiemployer Plan;

               (x) as soon as  available  and in any event  within 60 days after
               the end of  each  quarter  of each  fiscal  year,  a  certificate
               substantially  in the form of Exhibit B hereto,  executed  by the
               chief financial officer,  principal accounting officer, Treasurer
               or Controller of the Parent,  showing (in  reasonable  detail and
               with  appropriate  calculations  and computations in all respects
               satisfactory  to the Agent)  compliance  with the  covenants  set
               forth  in  subsections  (h),  (i) and (j) of this  Section  6 and
               representing as to the absence of any Event of Termination;



                                       10

<PAGE>



               (xi)  such  other  information,  documents,  records  or  reports
               respecting the condition or  operations,  financial or otherwise,
               of the  Parent or any of its  subsidiaries  as the Agent may from
               time to time reasonably request.

          (e) Stock Ownership. Continue to own, directly or indirectly, or cause
     a  corporation  owned  directly or indirectly  by the  stockholders  of the
     Parent in substantially the same proportions as their ownership of stock of
     the Parent, to own directly or indirectly all of the issued and outstanding
     shares of capital stock of the Seller and each of the Originators  free and
     clear of any Adverse Claim.

          (f)  Merger,  Etc.  Not merge into or  consolidate  with any Person or
     permit any Person to merge into it, unless,  in each case, (i)  immediately
     after giving effect  thereto,  no event shall occur and be continuing  that
     constitutes an Event of Termination or a Potential Event of Termination and
     (ii) the corporation  formed by such consolidation or into which the Parent
     shall  be  merged  shall,   at  the  effective   time  of  such  merger  or
     consolidation, assume the Parent's obligations under this Agreement and the
     other Transaction  Documents to which it is a party in a writing reasonably
     satisfactory  in form and substance to the Agent;  and not sell,  assign or
     otherwise  dispose  of all,  or  substantially  all,  of its  assets in any
     transaction  or  series  of  transactions,   unless,   in  each  case,  (i)
     immediately  after  giving  effect  thereto,  no event  shall  occur and be
     continuing that constitutes an Event of Termination or a Potential Event of
     Termination,  (ii) such sale, assignment or other disposition is to (A) one
     or more  Affiliates of the Parent,  or (B) a Person the acquisition of 100%
     of the Parent by whom would not  constitute a Change of Control,  and (iii)
     such  Affiliates or such Person or the holder,  directly or indirectly,  of
     100% of the equity  interests of such  Affiliates or such Person shall,  at
     the  effective  time of such sale,  assignment or  disposition,  assume the
     Parent's  obligations  under  this  Agreement  and  the  other  Transaction
     Documents to which it is a party in a writing  reasonably  satisfactory  in
     form and substance to the Agent.

          (g) Taxes.  File all tax  returns  and  reports  required by law to be
     filed by it and promptly pay all taxes and governmental charges at any time
     owing,  except any such  taxes  which are not yet  delinquent  or are being
     diligently contested in good faith by appropriate proceedings and for which
     adequate reserves in accordance with GAAP have been set aside on its books.

          (h)  Interest  Expense  Coverage  Ratio.  Not  permit the ratio of (a)
     Consolidated  EBITDA to (b) Consolidated Net Interest Expense, in each case
     for any  period  of four  consecutive  Fiscal  Quarters  ending on any date
     during  any  period  set forth  below,  to be less than the ratio set forth
     below opposite such period:



                                       11


<PAGE>



--------------------------------------------------------------------------------
        Period                                              Ratio
--------------------------------------------------------------------------------
June 30, 2001 through March 30, 2002                     1.65 to 1.00
--------------------------------------------------------------------------------
March 31, 2002 through March 30, 2003                    1.70 to 1.00
--------------------------------------------------------------------------------
March 31, 2003 and thereafter                            1.75 to 1.00
--------------------------------------------------------------------------------


          (i) Leverage Ratio.
              ---------------
          Not permit  the  Leverage  Ratio as of any date  during any period set
     forth below to exceed the ratio set forth opposite such period:

--------------------------------------------------------------------------------
         Period                                             Ratio
--------------------------------------------------------------------------------
June 30, 2001 through March 30, 2002                     6.75 to 1.00
--------------------------------------------------------------------------------
March 31, 2002 through March 30, 2003                    6.25 to 1.00
--------------------------------------------------------------------------------
March 31, 2003 and thereafter                            6.00 to 1.00
--------------------------------------------------------------------------- ----


          (j)  Asbestos  Payments.  Not,  and not permit any  Subsidiary  of the
     Parent to, make any Asbestos  Payments  that would result in the  aggregate
     amount of Asbestos  Payments made in any period of four consecutive  Fiscal
     Quarters  ending  prior  to  the  Commitment   Termination  Date  exceeding
     $200,000,000 (calculated on a pre-tax basis).

     SECTION 7. Payments Free and Clear of Taxes, etc.
     ------------------------------------------------
     (a) Any and all  payments  by the Parent  hereunder  shall be made free and
clear of and without  deduction for any and all present or future Taxes.  If the
Parent or the Agent  shall be  required  by law to deduct  any Taxes  from or in
respect of any sum  payable  hereunder  to any  Indemnified  Party,  (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions  (including  deductions  applicable to additional  sums payable under
this Section 7) such  Indemnified  Party  receives an amount equal to the sum it
would have  received had no such  deductions  been made,  (ii) the Parent or the
Agent shall make such deductions and (iii) the Parent or the Agent shall pay the
full amount  deducted to the relevant  taxation  authority or other authority in
accordance with applicable law.

     (b) In  addition,  the Parent  shall pay any present or future  Other Taxes
that arise from any payment made  hereunder or from the  execution,  delivery or
registration of, performing under, or otherwise with respect to, this Agreement.

     (c) The  Parent  shall  indemnify  each  Indemnified  Party for and hold it
harmless  against the full amount of Taxes and Other Taxes  (including,  without
limitation,  taxes of any kind imposed by any  jurisdiction  on amounts  payable
under  this  Section 7)  imposed  on or paid by such  Indemnified  Party and any
liability  (including  penalties,  additions to tax, interest and expenses other
than  those  incurred  as  a  result  of  actions  by  such  Indemnified   Party
constituting  the gross  negligence or willful  misconduct  of such  Indemnified
Party  except to the extent  that such  actions  shall have been  approved by or
directed to be taken by the Parent or any of its Affiliates)  arising  therefrom
or with respect  thereto whether or not such Taxes or Other Taxes were correctly
or legally asserted.  This indemnification shall be made within 30 days from the
date such  Indemnified  Party makes written demand  therefor (with a copy to the
Agent).


                                       12


<PAGE>



     (d) Within 30 days after the date of any  payment of Taxes or Other  Taxes,
the Parent shall furnish to the Agent, at its address  referred to in Section 9,
the original or a certified copy of a receipt evidencing payment thereof.

     (e) Without  prejudice to the survival of any other agreement of the Parent
hereunder,  the  agreements  and  obligations  of the Parent  contained  in this
Section 7 shall survive any termination of the Receivables Agreements.

     SECTION 8. Amendments, etc.
     --------------------------
     No amendment or waiver of any provision of this Agreement or consent to any
departure by the Parent  herefrom shall be effective  unless in a writing signed
by the Required  Purchasers  (and, in the case of any amendment,  also signed by
the Parent), and then such amendment,  waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

     SECTION 9. Addresses for Notices.
     --------------------------------
     All notices and other  communications  hereunder  shall,  unless  otherwise
stated  herein,  be  in  writing  (including  telegraphic,   telecopy  or  telex
communication) and mailed, telegraphed, telecopied, telexed or delivered, (i) to
the  Parent,  at its  address  set forth  under its name on the  signature  page
hereof,  (ii)  to  each  Indemnified  Party,  at its  address  specified  in the
Receivables  Purchase  Agreement  to which it is a party,  or (iii) to any party
hereto at such other  address as shall be  designated by such party in a written
notice to the other parties hereto. All such notices and  communications  shall,
when mailed, telegraphed,  telecopied or telexed, be effective when deposited in
the mails,  delivered to the  telegraph  company,  transmitted  by telecopier or
confirmed by telex answerback, respectively.

     SECTION 10. No Waiver; Remedies.
     -------------------------------
     No failure on the part of any Indemnified  Party 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. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

     SECTION 11. Continuing Agreement;  Assignments under  Receivables  Purchase
     ---------------------------------------------------------------------------
                 Agreement.
                 ---------
     This  Agreement  is a  continuing  agreement  and  shall,  subject  to  the
reinstatement  provisions  contained  in Section 2, (a) remain in full force and
effect  until  the  later  of (i) the  payment  and  performance  in full of the
Obligations  and the payment of all other amounts  payable under this  Agreement
and (ii) the  Termination  Date, (b) be binding upon the Parent,  its successors
and permitted  assigns,  and (c) inure to the benefit of, and be enforceable by,
the Indemnified  Parties and each of their  respective  successors and permitted
transferees  and assigns.  Without  limiting the generality of clause (c) of the
immediately preceding sentence,  (A) any Purchaser or other Owner may assign all
or any of its Receivable  Interests under the Receivables  Purchase Agreement in
accordance  with the terms thereof to any Eligible  Assignee,  and (B) the Agent
may  be  replaced  pursuant  to  the  provisions  of  the  Receivables  Purchase
Agreement,  and  such  Eligible  Assignee,  or  such  replacement  Agent,  shall
thereupon become vested with all the benefits in respect thereof granted to such
Owner, or the Agent,  as the case may be, herein or otherwise.  The Parent shall
not have the  right to  assign  this  Agreement  or any or all of its  rights or
obligations  hereunder or any interest herein to any Person except either (i) in
connection with a merger or  consolidation  permitted under Section 6(e) or (ii)
with the prior written consent of each Purchaser.



                                       13


<PAGE>



     SECTION 12. Entire Agreement.
     ----------------------------
     This  Agreement  and the other  Transaction  Documents to which the parties
hereto  are a 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 13. Severability of Provisions.
     --------------------------------------
     Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

     SECTION 14. Confidentiality.
     ---------------------------
     Except as otherwise required by applicable law, by their acceptance of this
Agreement  the Agent and each  Purchaser  or other Owner  agrees to maintain the
confidentiality  of this Agreement  (and all drafts  thereof) and all non-public
information  delivered  in  connection  herewith  in  communications  with third
parties and otherwise;  provided that this Agreement and such information may be
disclosed (a) 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  14, (b) to the  Agent's  and each  Purchaser's  and
Owner's  legal  counsel,  accountants  and  auditors  if they  agree  to hold it
confidential,  (c) to any nationally  recognized rating agency, and (d) pursuant
to court order or  subpoena;  provided,  however,  that the  disclosure  of this
Agreement or other information required to be made by or pursuant to court order
or  subpoena  will not be made  until  Parent  has 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.

     SECTION 15. Governing Law; Jurisdiction; Waiver of Jury Trial, etc.
     ------------------------------------------------------------------
     (a) This Agreement shall be governed by,and  construed in accordance  with,
the laws of the State of New York.

     (b) The Parent 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 or is to be a party,  or for  recognition  or enforcement of any judgment,
and the Parent 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.
The Parent 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 or any other
Transaction Document shall affect any right that any party may otherwise have to
bring  any  action  or  proceeding  relating  to  this  Agreement  or any  other
Transaction Document in the courts of any jurisdiction.



                                       14


<PAGE>




     (c) The Parent  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 or is to be a party in any New York State court or United  States
federal court sitting in New York City. The Parent hereby irrevocably waives, to
the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such suit, action or proceeding in any such court.

     (d) THE PARENT HEREBY  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 ANY OF THE TRANSACTION  DOCUMENTS,  THE
PURCHASES  OR  THE  ACTIONS  OF  ANY  INDEMNIFIED   PARTY  IN  THE  NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


                                       15



<PAGE>



     IN  WITNESS  WHEREOF,  the  Parent has  caused  this  Agreement  to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.

                               CROWN CORK & SEAL COMPANY, INC.


                           By: /s/ Alan W. Rutherford
                               ------------------------------
                               Name:   Alan W. Rutherford
                               Title:  Executive Vice President
                                         and Chief Financial Officer

                                               One Crown Way
                                               Philadelphia, PA  19154
                               Attention:      Michael B. Burns,
                                               Vice President and Treasurer
                               Telephone No.:  ( 215) 698-5036
                               Telecopier No.: (215) 676-6011







<PAGE>


                                                        EXHIBIT A
                                                               to
                                            Undertaking Agreement


                              Certain Defined Terms
                              ---------------------

     As used in this  Agreement,  the  following  terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

     "Asbestos  Payment" means any cash payment actually made by or on behalf of
      -----------------
the Parent or any Subsidiary in respect of any liability  related to asbestos or
any claim, action or proceeding related to asbestos (including any settlement of
any thereof and excluding any payments relating to the defense or administration
of asbestos-related claims, including,  without limitation, the fees of counsel,
consultants and experts).

     "Capital Lease  Obligations"  means all monetary  obligations of the Parent
      --------------------------
and its  Subsidiaries  under any leasing or similar  arrangement  conveying  the
right to use real or personal  property,  or a combination  thereof,  which,  in
accordance  with GAAP,  would be classified and accounted for as capital leases,
and the  amount of such  obligations  shall be the  capitalized  amount  thereof
determined in accordance with GAAP and the stated maturity  thereof shall be the
date of the last  payment of rent or any other amount due under such lease prior
to the first date on which such lease may be  terminated  by the lessee  without
payment of a penalty.

     "Consolidated  EBITDA" means,  for any period,  Consolidated Net Income for
      --------------------
such  period  plus  (a)  without  duplication  and to  the  extent  deducted  in
determining  such  Consolidated  Net  Income,  the sum of (i)  Consolidated  Net
Interest Expense for such period, (ii) consolidated income, franchise,  personal
property and other tax expense for such period,  (iii) all amounts  attributable
to depreciation  and  amortization  for such period,  (iv) charges for financial
statement asbestos reserve  increases,  (v) any Non-Cash Charges for such period
and (vi) for any period that  includes  the fiscal  quarter  ended  December 31,
2000, the non-cash bad debts-related charges for such quarter in the approximate
amount of $35,000,000  (pre-tax),  and minus (b) without  duplication and to the
extent included in determining such  Consolidated Net Income,  any extraordinary
gains for such period and any gains realized in connection  with the sale of any
material assets outside the ordinary course of business during such period,  all
determined on a consolidated basis in accordance with GAAP.

     "Consolidated Net Income" means, for any period,  the net income or loss of
      -----------------------
the Parent and the  Subsidiaries  for such period  determined on a  consolidated
basis in accordance with GAAP;  provided that there shall be excluded the income
or loss of any person  accrued  prior to the date it becomes a Subsidiary  or is
merged into or  consolidated  with the Parent or any Subsidiary or the date that
such person's assets are acquired by the Parent or any Subsidiary.

     "Consolidated Net Interest  Expense" means, for any period,  (a) the sum of
      ----------------------------------
(i) the  interest  expense  (including  imputed  interest  expense in respect of
Capital Lease  Obligations) of the Parent and the  Subsidiaries for such period,
determined  on a  consolidated  basis in  accordance  with  GAAP,  plus (ii) any
interest  accrued during such period in respect of Indebtedness of the Parent or
any of its Subsidiaries that is required to be capitalized  rather than included
in consolidated  interest expense for such period in accordance with GAAP, minus
(b) the amount of interest  income  received by the Parent and its  Subsidiaries
for such period.



<PAGE>




     "Fiscal Quarter" shall mean any quarter of a Fiscal Year.
      --------------

     "Fiscal Year" shall mean any period of twelve  consecutive  calendar months
      -----------
ending on December 31.

     "Indebtedness"  of  any  person  means,   without   duplication,   (a)  all
      ------------
obligations  of such person for  borrowed  money or with  respect to deposits or
advances of any kind,  (b) all  obligations  of such person  evidenced by bonds,
debentures,  notes or similar  instruments,  (c) all  obligations of such person
upon which interest charges are customarily  paid (excluding  obligations to pay
salary or benefits under deferred  compensation or other benefit programs),  (d)
all obligations of such person under  conditional  sale or other title retention
agreements  relating to property acquired by such person, (e) all obligations of
such Person in respect of the  deferred  purchase  price of property or services
(excluding   current  accounts  payable  incurred  in  the  ordinary  course  of
business),  (f) all Indebtedness  (excluding prepaid interest thereon) of others
secured by (or for which the holder of such  Indebtedness has an existing right,
contingent  or  otherwise,  to be  secured  by) any  Lien on  property  owned or
acquired by such Person,  whether or not the  Indebtedness  secured  thereby has
been assumed,  (g) all guarantees by such person of Indebtedness of others,  (h)
all Capital Lease Obligations of such person, (i) all obligations, contingent or
otherwise,  of such  person as an account  party in respect of letters of credit
and letters of guaranty and (j) all  obligations,  contingent or  otherwise,  of
such person in respect of bankers' acceptances; provided, however, that the term
"Indebtedness"  shall not include  indebtedness  incurred by a special  purpose,
wholly owned Subsidiary of such Person that purchases  accounts  receivable from
such Person and its other  Subsidiaries to the extent that such  indebtedness is
nonrecourse  to such Person and each other such  Subsidiary  and is not required
under GAAP to be reflected on the consolidated  balance sheet of the Parent. The
Indebtedness  of any Person shall include the  Indebtedness  of any other entity
(including  any  partnership  in which such Person is a general  partner) to the
extent that such Person is directly liable therefor as a result of such Person's
ownership  interest in or other  relationship  with such  entity,  except to the
extent the terms of such  Indebtedness  provide  that such  Person is not liable
therefor.

     "Leverage Ratio" means, on any date, the ratio of (a) Total Indebtedness as
      --------------
of such date to (b)  Consolidated  EBITDA  for the  period  of four  consecutive
Fiscal  Quarters  of the Parent  ended on such date (or, if such date is not the
last day of a Fiscal  Quarter,  ended on the last day of the Fiscal Quarter most
recently  ended  prior  to  such  date);  provided  that  for  purposes  of this
definition,  if the  Parent or any of its  Subsidiaries  has sold,  transferred,
leased or  otherwise  disposed  of assets  pursuant  to  Section  6.05(f) of the
Existing  Credit   Facilities,   during  the  relevant  period  for  determining
Consolidated  EBITDA,  (x) Consolidated  EBITDA for the relevant period shall be
calculated after giving pro forma effect thereto, as if any such sale, transfer,
lease or other disposition of assets (and any related  incurrence,  repayment or
assumption  of  Indebtedness,  with  any new  Indebtedness  being  deemed  to be
amortized over the relevant period in accordance with its terms) had occurred on
the first day or the relevant period for determining  Consolidated  EBITDA,  and
(y)  Total   Indebtedness  shall  be  calculated  after  giving  effect  to  the
application  of any  Net  Cash  Proceeds  (as  defined  in the  Existing  Credit
Facilities)  from such  sale,  transfer,  lease or other  disposition  of assets
pursuant to Section 2.05 of the Existing Credit  Facilities.  Any such pro forma
calculations  may  include  operating  and other  expense  reductions  and other
synergistic  benefits for such period  resulting  from any  transaction  that is
being given pro forma effect to the extent that such operating and other expense
reductions and other synergistic benefits would be permitted pursuant to Article
XI of Regulation S-X under the Securities Act of 1933, as amended.



                                       2


<PAGE>



     "Non-Cash  Charges"  means charges that (a) do not represent  cash payments
      -----------------
made or to be made by the  Parent  or any  Subsidiary  prior  to the  Commitment
Termination  Date  (whether  in  the  period  incurred  or any  future  period),
including,  but not limited to minority interest net of equity earnings,  losses
realized upon the sale of any assets outside the ordinary course of business and
extraordinary  losses, and (b) do not involve the write-down or write-off of any
accounts receivable or inventory unless related to an extraordinary item.

     "Subsidiary" means with respect to any Person, (i) any corporation of which
      ----------
more than 50% of the  outstanding  capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation  (irrespective of
whether  at the  time  capital  stock of any  other  class  or  classes  of such
corporation  shall  or might  have  voting  power  upon  the  occurrence  of any
contingency) is at the time directly or indirectly owned by such Person, by such
Person  and one or more other  Subsidiaries  of such  Person,  or by one or more
other  Subsidiaries of such Person,  (ii) any partnership of which more than 50%
of the outstanding  partnership  interests  having the power to act as a general
partner of such partnership (irrespective of whether at the time any partnership
interests other than general partnership  interests of such partnership shall or
might have voting power upon the occurrence of any  contingency)  is at the time
directly  or  indirectly  owned by such  Person,  by such Person and one or more
other  Subsidiaries of such Person, or by one or more other Subsidiaries of such
person;  provided that with respect to partnerships in which the Parent directly
or indirectly owns a partnership interest,  such partnership shall not be deemed
to be a  Subsidiary  of the Parent  unless  such  partnership's  primary  assets
consist of the capital  stock of corporate  Subsidiaries  of the Parent or (iii)
any other legal entity the accounts of which would be consolidated with those of
such  Person  on a  consolidated  balance  sheet  of  such  person  prepared  in
accordance with GAAP. Unless otherwise  indicated,  when used in this Agreement,
the term "Subsidiary" shall refer to a Subsidiary of the Parent.

     "Total  Indebtedness"  means,  as of any date, the sum of (a) the aggregate
      -------------------
principal amount of Indebtedness of the Parent and the Subsidiaries  outstanding
as of such  date,  in the  amount  that would be  reflected  on a balance  sheet
prepared as of such date on a consolidated  basis in accordance  with GAAP, plus
(b) the  aggregate  principal  amount  of  Indebtedness  of the  Parent  and the
Subsidiaries outstanding as of such date that is not required to be reflected on
a balance sheet in accordance  with GAAP,  determined on a  consolidated  basis;
provided,  that (x) for  purposes of clause (b) above,  the term  "Indebtedness"
shall not include  contingent  obligations of the Parent or any Subsidiary as an
account  party in respect of any letter of credit or letter of  guaranty  unless
such  letter  of  credit  or letter of  guaranty  supports  an  obligation  that
constitutes Indebtedness and (y) shall only include any Indebtedness recorded in
accordance  with SFAS 133 which does not represent an actual  obligation and for
which an  offsetting  derivative  contract  has been  recorded in the  financial
statements to the extent such Indebtedness exceeds $50,000,000.



                                       3




<PAGE>




                                                        EXHIBIT B
                                                               to
                                            Undertaking Agreement


                         FORM OF COMPLIANCE CERTIFICATE


To:      Citibank, N.A.,
            as Agent
         388 Greenwich Street, 19th Floor
         New York, New York  10013
         Attention:
                     ----------------------


                         Crown Cork & Seal Company, Inc.
                         ------------------------------

Ladies and Gentlemen:

     This Compliance Certificate is being delivered pursuant to Section 6 (d)(x)
of the  Undertaking  Agreement  dated as of  January  26,  2001 as  amended  and
restated as of May 7, 2001 (the "Parent  Undertaking") made by Crown Cork & Seal
Company,  Inc.  (the  "Parent")  in favor of the  Purchasers  as  defined in the
Receivables  Purchase  Agreement  (as  defined  in the Parent  Undertaking)  and
Citibank, N.A., as administrative agent (the "Agent") for the Purchasers and the
other  Owners.  Unless  otherwise  defined  herein,  terms defined in the Parent
Undertaking  Agreement or the Receivables  Purchase Agreement (as defined in the
Parent Undertaking) are used herein as therein defined.

     The Parent  hereby  certifies,  represents  and warrants  that as of , (the
                    1
"Computation Date"):
 ----------------

     (a) The Leverage Ratio was __:__, as computed on Attachments 1 and 3 hereto
and such amount [complies] [does not comply] with the provisions of Section 6(i)
of the Parent Undertaking; and

     (b)  The  Interest  Expense  Coverage  Ratio  was  __:__,  as  computed  on
Attachments 2 and 3 hereto and such amount [complies] [does not comply] with the
provisions of Section 6(h) of the Parent Undertaking; and

     (c) No Potential  Event of Termination or Event of Termination has occurred
and is continuing [other than as follows:]





------------------------
1
   Computation Date should be date of most recent financial statements delivered
   under Section 6(d)(i) or (ii) of the Parent Undertaking.



                                       1


<PAGE>




     IN WITNESS WHEREOF, the Parent has caused this Compliance Certificate to be
executed  and  delivered  by its duly  authorized  officer  on the  _____ day of
__________,

                                   CROWN CORK & SEAL COMPANY, INC.

                              By:
                                   ------------------------------
                                   Name:
                                   Title:



                                       2



<PAGE>


                                                       ATTACHMENT 1



1.       Leverage Ratio:

         A. "Total Indebtedness" means, as of any date, the sum of (a) the
aggregate principal amount of Indebtedness of the Parent and the Subsidiaries
outstanding as of such date, in the amount that would be reflected on a balance
sheet prepared as of such date on a consolidated basis in accordance with GAAP,
plus (b) the aggregate principal amount of Indebtedness of the Parent and the
Subsidiaries outstanding as of such date that is not required to be reflected on
a balance sheet in accordance with GAAP, determined on a consolidated basis;
provided, that (x) for purposes of clause (b) above, the term "Indebtedness"
shall not include contingent obligations of the Parent or any Subsidiary as an
account party in respect of any letter of credit or letter of guaranty unless
such letter of credit or letter of guaranty supports an obligation that
constitutes Indebtedness and (y) shall only include any Indebtedness recorded in
accordance with SFAS 133 which does not represent an actual obligation and for
which an offsetting derivative contract has been recorded in the financial
statements to the extent such Indebtedness exceeds $50,000,000.

         B. "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) Consolidated Net
Interest Expense for such period, (ii) consolidated income, franchise, personal
property and other tax expense for such period, (iii) all amounts attributable
to depreciation and amortization for such period, (iv) charges for financial
statement asbestos reserve increases, (v) any Non-Cash Charges for such period
and (vi) for any period that includes the fiscal quarter ended December 31,
2000, the non-cash bad debts-related charges for such quarter in the approximate
amount of $35,000,000 (pre-tax), and minus (b) without duplication and to the
extent included in determining such Consolidated Net Income, any extraordinary
gains for such period and any gains realized in connection with the sale of any
material assets outside the ordinary course of business during such period, all
determined on a consolidated basis in accordance with GAAP.

         C.       LEVERAGE RATIO:  The ratio of Item 1.A to Item 1.B.
                  --------------



<PAGE>


                                                             ATTACHMENT 2

2.       Interest Expense Coverage Ratio*:

         A. "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) Consolidated Net
Interest Expense for such period, (ii) consolidated income, franchise, personal
property and other tax expense for such period, (iii) all amounts attributable
to depreciation and amortization for such period, (iv) charges for financial
statement asbestos reserve increases, (v) any Non-Cash Charges for such period
and (vi) for any period that includes the fiscal quarter ended December 31,
2000, the non-cash bad debts-related charges for such quarter in the approximate
amount of $35,000,000 (pre-tax), and minus (b) without duplication and to the
extent included in determining such Consolidated Net Income, any extraordinary
gains for such period and any gains realized in connection with the sale of any
material assets outside the ordinary course of business during such period, all
determined on a consolidated basis in accordance with GAAP.

         B. "Consolidated Net Interest Expense" means, for any period, (a) the
sum of (i) the interest expense (including imputed interest expense in respect
of Capital Lease Obligations) of the Parent and the Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP, plus (ii)
any interest accrued during such period in respect of Indebtedness of the Parent
or any of its Subsidiaries that is required to be capitalized rather than
included in consolidated interest expense for such period in accordance with
GAAP, minus (b) the amount of interest income received by the Parent and its
Subsidiaries for such period.

         C.       INTEREST COVERAGE RATIO:  The ratio of Item 2.A to Item 2.B.
                  -----------------------                --------    --------



<PAGE>


                                                              ATTACHMENT 3

                              Detailed Calculations

LEVERAGE RATIO:

         A.       "Total Indebtedness" =
                   ------------------







         B.       "Consolidated EBITDA" =
                   -------------------







INTEREST EXPENSE COVERAGE RATIO:

         A.       "Consolidated EBITDA" =
                   -------------------







         B.       "Consolidated Net Interest Expense" =
                   ---------------------------------





<PAGE>


                                                        EXHIBIT J

                               NOTICE OF PURCHASE


                         Dated as of __________, 20[ ]

Citibank, N.A.,
   as Agent
388 Greenwich Street, 19th Floor
New York, New York 10013
Attention:  ____________________


Ladies and Gentlemen:

                  The undersigned, Crown Cork & Seal Receivables (DE)
Corporation, refers to the Receivables Purchase Agreement dated as of January
26, 2001, as amended and restated as of May 7, 2001 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Receivables
Purchase Agreement"), among the undersigned as the Seller, CROWN CORK & SEAL
COMPANY (USA), INC., as the Servicer, the banks and other financial institutions
party thereto as Purchasers thereunder and CITIBANK, N.A., as administrative
agent (the "Agent") for the Purchasers and the other Owners. Unless otherwise
defined herein, terms defined in the Receivables Purchase Agreement are used
herein as therein defined.

                  The undersigned hereby gives you notice, irrevocably, pursuant
to Section 2.02 of the Receivables Purchase Agreement that the undersigned
hereby requests a Purchase of Receivable Interests under the Receivables
Purchase Agreement, and in that connection sets forth below the information
relating to such Purchase of Receivable Interests (the "Proposed Purchase") as
required by Section 2.02(a) of the Receivables Purchase Agreement:

 (i)      The requested aggregate amount of such Proposed Purchase is $________.

(ii)     The requested Business Day of such Proposed Purchase is
 _________ __, 20[  ].

   (iii)    The Proposed Purchase shall initially bear Yield based on the
[Eurodollar Rate] [Base Rate].

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Purchase:

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

                  (B) no event has occurred and is continuing, or would result
from the Proposed Purchase or from the application of the proceeds therefrom,
which constitutes an Event of Termination or a Potential Event of Termination.

                  Delivery of an executed counterpart of this Notice of Purchase
by telecopier shall be effective as delivery of an original executed counterpart
of this Notice of Purchase.


                                 Very truly yours,

                                 Crown Cork & Seal Receivables (DE) Corporation


                            By:  -----------------------------------
                                 Title: