AMENDMENT AND  RESTATEMENT  dated as of August 5, to and in respect of
          the Credit  Agreement  dated as of  February  4, 1997,  as  previously
          amended  and  restated  on March 2, 2001,  and  February  4, 2002 (the
          "Credit  Agreement"),  among  CROWN  CORK  &  SEAL  COMPANY,  INC.,  a
           -----------------
          Pennsylvania  corporation  ("CCSC");  each of the Subsidiary Borrowers
                                       ----
          referred  to  therein  (the   Subsidiary   Borrowers  and  CCSC  being
          collectively called the "Borrowers"); the financial institutions party
                                   ---------
          thereto as lenders (the "Lenders");  and JPMORGAN CHASE BANK (formerly
                                   -------
          known as THE CHASE MANHATTAN BANK), a New York banking corporation, as
          administrative  agent (in such capacity,  the "Administrative  Agent")
                                                         ---------------------
          for the Lenders.

     A. Pursuant to the Credit Agreement,  the Lenders and the Issuing Bank have
extended  credit to the  Borrowers,  and have  agreed  to  extend  credit to the
Borrowers,  in each case pursuant to the terms and subject to the conditions set
forth therein.

     B. The Borrowers have requested that the Lenders agree to amend and restate
the Credit Agreement as set forth herein.

     C. The Lenders  are  willing so to amend and restate the Credit  Agreement,
pursuant to the terms and subject to the conditions set forth herein.

     D. Capitalized  terms used and not otherwise  defined herein shall have the
meanings  assigned to them in the Credit  Agreement  (as  amended  and  restated
hereby).

     Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration,  the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Amendment and Restatement.  Upon  satisfaction of the conditions
                -------------------------
set forth in  Section  4 below,  the  Credit  Agreement  is hereby  deemed to be
amended and  restated in its entirety in the form  attached  hereto as Exhibit A
(without changing the exhibits and schedules  thereto,  it being understood that
such exhibits and schedules are not attached for convenience only).


<PAGE>

     SECTION 2. Consent to Extension of Maturity. Each Term Lender that executes
                --------------------------------
and delivers a counterpart of this Amendment and Restatement  hereby consents to
the  extension of the maturity of its  outstanding  Term Loans (in the principal
amount set forth beneath its signature on the  counterpart of this Amendment and
Restatement)  to the Extended  Term Loan  Maturity Date (as defined in Exhibit A
hereto);  provided that such  extension of maturity  shall not become  effective
unless the conditions set forth in Section 4 below are satisfied.

     SECTION 3. Representations and Warranties. Each of the Borrowers represents
                ------------------------------
and warrants to the Administrative Agent and to each of the Lenders that:

          (a) This Amendment and Restatement has been duly authorized,  executed
          and delivered by the Borrowers and constitutes their legal,  valid and
          binding  obligation,  enforceable in accordance with its terms, except
          as  may  be  limited  by   bankruptcy,   insolvency,   reorganization,
          moratorium or other similar laws affecting creditors' rights generally
          and by general principles of equity.

          (b) The  representations  and warranties of the Borrowers set forth in
          the Loan  Documents  are true and correct in all material  respects on
          and as of the date hereof,  except to the extent such  representations
          and warranties expressly relate to an earlier date, in which case such
          representations and warranties, were, to such extent, true and correct
          in all material respects as of such earlier date.

          (c) On the date hereof and  immediately  after  giving  effect to this
          Amendment and Restatement, no Default has occurred and is continuing.

     SECTION 4.  Conditions to  Effectiveness.  This  Amendment and  Restatement
                 ----------------------------
shall become  effective  when the  Administrative  Agent shall have received (a)
counterparts of this Amendment and Restatement  that, when taken together,  bear
the signatures of the Borrowers and the Required Lenders, and (b) payment of all
fees payable by CCSC in  connection  with this  Amendment  and  Restatement,  as
separately agreed.


<PAGE>

     SECTION 5. Credit Agreement.  Except as otherwise specified,  any reference
                ----------------
in any Loan Document to the Credit  Agreement shall mean the Credit Agreement as
amended and restated hereby.

     SECTION 6. APPLICABLE LAW. THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED
                --------------
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 7. Counterparts.  This Amendment and Restatement may be executed in
                ------------
two or more counterparts,  each of which shall constitute an original but all of
which when  taken  together  shall  constitute  one  agreement.  Delivery  of an
executed   signature  page  to  this  Amendment  and  Restatement  by  facsimile
transmission  shall be effective as delivery of a manually signed counterpart of
this Amendment and Restatement.

     SECTION 8. Expenses.  The Borrowers  agree to reimburse the  Administrative
                --------
Agent for its  out-of-pocket  expenses in  connection  with this  Amendment  and
Restatement,  including  the  reasonable  fees,  charges  and  disbursements  of
Cravath, Swaine & Moore, counsel for the Administrative Agent.


<PAGE>









     IN WITNESS  WHEREOF,  the parties  hereto have  caused this  Amendment  and
Restatement to be duly executed by their  respective  authorized  officers as of
the day and year first written above.

                                       CROWN CORK & SEAL COMPANY, INC.,

                                       by /s/ Alan W. Rutherford
                                          ----------------------------
                                          Name:   Alan W. Rutherford
                                          Title:  Vice Chairman of the Board,
                                                  Executive Vice President and
                                                  Chief Financial Officer

Attest:

  [Corporate Seal]

 by /s/ Rose Haselroth
    --------------------
    Name:  Rose Haselroth
    Title: Assistant Secretary






<PAGE>




                                                    SIGNATURE PAGE TO
                                                        AMENDMENT


To approve the Amendment and Restatement:



                                  Name of Institution:
                                  AG CAPITAL FUNDING PARTNERS, L.P.

                                  by  /s/ John W. Fraser
                                     -------------------------
                                     Name:  John W. Fraser
                                     Title: Managing Director

                                  Name of Institution:
                                  ARAB BANK PLC

                                  by  /s/ William Marquardt
                                     -------------------------
                                     Name:  William Marquardt
                                     Title: Vice President

                                  Name of Institution:
                                  AVENUE SPECIAL SITUATIONS FUND II, LP

                                  by  /s/ Sonia Gardner
                                     -------------------------
                                     Name:  Sonia Gardner
                                     Title: General Partner

                                  Name of Institution:
                                  BANK OF AMERICA, N.A.

                                  by  /s/ Michael J. McKenney
                                     -------------------------
                                     Name:  Michael J. McKenney
                                     Title: Managing Director

                                  Name of Institution:
                                  BILL & MELINDA GATES FOUNDATION
                                  by: David L. Babson & Company Inc.
                                      as Investment Advisor

                                  by  /s/ Mary Ann McGrath
                                     -------------------------
                                     Name:  Mary Ann McGrath
                                     Title: Managing Director


<PAGE>

                                  Name of Institution:
                                  BNP PARIBAS (as successor in interest to
                                  Banque Nationale de Paris)

                                  by  /s/ Arnaud Collin du Bocage
                                     -----------------------------
                                     Name: Arnaud Collin du Bocage
                                     Title:

                                  by  /s/ Richard Pace
                                     -------------------------
                                     Name:  Richard Pace
                                     Title: Director

                                  Name of Institution:
                                  CITICORP USA, INC.

                                  by  /s/ Arnold Y. Wong
                                     -------------------------
                                     Name:  Arnold Y. Wong
                                     Title: Vice President

                                  Name of Institution:
                                  CREDIT AGRICOLE INDOSUEZ

                                  by  /s/ Kathleen M. Sweeney
                                     -------------------------
                                     Name:  Kathleen M. Sweeney
                                     Title: Vice President

                                  by  /s/ Kathleen M. Sweeney
                                     -------------------------
                                     Name:  Kathleen M. Sweeney
                                     Title: Vice President

                                  Name of Institution:
                                  CREDIT SUISSE ASSET MANAGEMENT

                                  by  /s/ John G. Popp
                                     -------------------------
                                     Name:  John G. Popp
                                     Title: Managing Director


<PAGE>

                                  Name of Institution:
                                  CREDIT SUISSE FIRST BOSTON

                                  by  /s/ Jay Chall
                                     ------------------
                                     Name:  Jay Chall
                                     Title: Director

                                  by  /s/  Jeffrey Bernstein
                                     ---------------------
                                     Name:  Jeffrey Bernstein
                                     Title: Vice President

                                  Name of Institution:
                                  DEUTSCHE BANK AG NEW YORK BRANCH

                                  by  /s/ Christian Dallwitz
                                     --------------
                                     Name:  Christian Dallwitz
                                     Title: Director

                                  by  /s/ Oliver Schwarz
                                     -------------------------
                                     Name:  Oliver Schwarz
                                     Title: Vice President

                                  Name of Institution:
                                  EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
                                  by Eaton Vance Management
                                  as Investment Advisor

                                  by  /s/ Payson F. Swaffield
                                     --------------------------
                                     Name:  Payson F. Swaffield
                                     Title: Vice President

                                  Name of Institution:
                                  EATON VANCE SENIOR INCOME TRUST by Eaton Vance
                                  Managment as Investment Advisor

                                  by  /s/ Payson F. Swaffield
                                     ---------------------------
                                     Name:  Payson F. Swaffield
                                     Title: Vice President


<PAGE>

                                  Name of Institution:
                                  ERSTE BANK

                                  by  /s/ John S. Runnion
                                     -------------------------
                                     Name:  John S. Runnion
                                     Title: Managing Director

                                  Name of Institution:
                                  FOOTHILL INCOME TRUST II, L.P. by Foothill
                                  Income Trust General Partner,LLC,
                                  its General Partner

                                  by  /s/ Sean T. Dixon
                                     -------------------------
                                     Name:  Sean T. Dixon
                                     Title: Managing Director

                                  Name of Institution:
                                  FORTIS (USA) FINANCE LLC

                                  by  /s/ Eddie Matthews
                                     -------------------------
                                     Name:  Eddie Matthews
                                     Title: Senior Vice President

                                  by  /s/ Kathleen De Lathauwes
                                     -------------------------
                                     Name:  Kathleen De Lathauwes
                                     Title: Vice President

                                  Name of Institution:
                                  FRANKLIN CLO I, LIMITED

                                  by  /s/ Richard D'Addario
                                     -------------------------
                                     Name:  Richard D'Addario
                                     Title: Senior Vice President

                                  Name of Institution:
                                  FRANKLIN CLO II, LIMITED

                                  by  /s/ Richard D'Addario
                                     -------------------------
                                     Name:  Richard D'Addario
                                     Title: Senior Vice President


<PAGE>

                                  Name of Institution:
                                  FRANKLIN FLOATING RATE DAILY ACCESS FUND

                                  by  /s/ Richard D'Addario
                                     -------------------------
                                     Name:  Richard D'Addario
                                     Title: Senior Vice President

                                  Name of Institution:
                                  FRANKLIN FLOATING RATE MASTER SERIES

                                  by  /s/ Richard D'Addario
                                     -------------------------
                                     Name:  Richard D'Addario
                                     Title: Senior Vice President

                                  Name of Institution:
                                  FRANKLIN FLOATING RATE TRUST

                                  by  /s/ Richard D'Addario
                                     -------------------------
                                     Name:  Richard D'Addario
                                     Title: Senior Vice President

                                  Name of Institution:
                                  GALAXY CLO 1999-1, LTD.

                                  by  /s/ John G. Lapham,
                                     -------------------------
                                     Name:  John G. Lapham, III
                                     Title: Authorized Agent

                                  Name of Institution:
                                  GRAYSON & CO by Boston Management
                                  and Research as Investment Advisor

                                  by  /s/  Payson F. Swaffield
                                     -------------------------
                                     Name:  Payson F. Swaffield
                                     Title: Vice President

                                  Name of Institution:
                                  INTESABCI NEW YORK BRANCH

                                  by  /s/ Charles Dougherty
                                     -------------------------
                                     Name:  Charles Dougherty
                                     Title: Vice President

                                  by  /s/ J. Dickerhof
                                     -------------------------
                                     Name:  J. Dickerhof
                                     Title: Vice President

<PAGE>


                                  Name of Institution:
                                  KZH SOLEIL LLC

                                  by  /s/ Susan Lee
                                     -------------------------
                                     Name:  Susan Lee
                                     Title: Authorized Agent

                                  Name of Institution:
                                  KZH SOLEIL-2 LLC

                                  by  /s/ Susan Lee
                                     -------------------------
                                     Name:  Susan Lee
                                     Title: Authorized Agent

                                  Name of Institution:
                                  THE MAINSTAY FUNDS (MACKAY SHIELDS LLC)
                                  on behalf of its High Yield Corporate Bond
                                  Fund Series by Mackay Shields LLC,
                                  its Investment Advisor

                                  by  /s/ Richard A. Nisi
                                     -------------------------
                                     Name:  Richard A. Nisi
                                     Title: General Counsel

                                  Name of Institution:
                                  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
                                  by: David L.Babson & Company Inc.
                                  as Investment Advisor

                                  by  /s/ Mary Ann McCarthy
                                     -------------------------
                                     Name:  Mary Ann McCarthy
                                     Title: Managing Director


<PAGE>

                                  Name of Institution:
                                  MERRILL LYNCH, PIERCE, FENNER &  SMITH
                                  INCORPORATED

                                  by  /s/ Meredith LipSher
                                     -------------------------
                                     Name:  Meredith LipSher
                                     Title: GMI Debt Markets Counsel

                                  Name of Institution:
                                  MIZUHO CORPORATE BANK, LTD.

                                  by  /s/ Akihiko Mabuchi
                                     -------------------------
                                     Name:  Akihiko Mabuchi
                                     Title: Senior Vice President

                                  Name of Institution:
                                  MOORE CAPITAL MANAGEMENT INC.

                                  by  /s/ Anthony Gallagher
                                     -------------------------
                                     Name:  Anthony Gallagher
                                     Title: Director of Operations

                                  Name of Institution:
                                  NORDEA BANK FINLAND PLC

                                  by  /s/ Ulf Forsstein
                                     -------------------------
                                     Name:  Ulf Forsstein
                                     Title: Vice President

                                  by  /s/ Thomas P. Hickey
                                     -------------------------
                                     Name:  Thomas P. Hickey
                                     Title: Vice President

                                  Name of Institution:
                                  NORTHERN TRUST COMPANY

                                  by  /s/ Barbara B. Tuszynska
                                     -------------------------
                                     Name:  Barbara B. Tuszynska
                                     Title: Senior Vice President


<PAGE>

                                  Name of Institution:
                                  NORTHWOODS CAPITAL, LIMITED by:
                                  Angelo Gordon & Co., L.P., as
                                  Collateral Manager

                                  by  /s/ John W. Fraser
                                     -------------------------
                                     Name:  John W. Fraser
                                     Title: Managing Director

                                  Name of Institution:
                                  NORTHWOODS CAPITAL II, LIMITED by:
                                  Angelo Gordon & Co., L.P., as
                                  Collateral Manager

                                  by  /s/ John W. Fraser
                                     -------------------------
                                     Name:  John W. Fraser
                                     Title: Managing Director

                                  Name of Institution:
                                  NORTHWOODS CAPITAL III, LIMITED
                                  by: Angelo Gordon & Co., L.P., as
                                  Collateral Manager

                                  by  /s/ John W. Fraser
                                     -------------------------
                                     Name:  John W. Frase
                                     Title: Managing Director

                                  Name of Institution:
                                  OXFORD STRATEGIC INCOME FUND by
                                  Eaton Vance Managment as
                                  Investment Advisor

                                  by  /s/ Payson Swaffield
                                     -------------------------
                                     Name:  Payson Swaffield
                                     Title: Vice President

                                  Name of Institution:
                                  PROTECTIVE LIFE INSURANCE COMPANY

                                  by  /s/ Richard J. Bielen
                                     -------------------------
                                     Name:  Richard J. Bielen
                                     Title: Senior Vice President, CIO,
                                            Treasurer


<PAGE>

                                  Name of Institution:
                                  ROYAL BANK OF CANADA

                                  by  /s/ Raymond Chang
                                     -------------------------
                                     Name:  Raymond Chang
                                     Title: Vice President

                                  Name of Institution:
                                  SANPAOLO IMI, S.P.A.

                                  by  /s/ Carlo Persico
                                     -------------------------
                                     Name:  Carlo Persico
                                     Title: General Manager

                                   by  /s/ Luca Sacchi
                                      -------------------------
                                      Name:  Luca Sacchi
                                      Title: Vice President

                                   Name of Institution:
                                   SENIOR DEBT PORTFOLIO by Boston
                                   Management and Research as
                                   Investment Advisor

                                   by  /s/ Payson F. Swaffield
                                      -------------------------
                                      Name:  Payson F. Swaffield
                                      Title: Vice President

                                   Name of Institution:
                                   SUMITOMO MITSUI BANKING CORPORATION

                                   by  /s/ John C. Kissinger
                                      -------------------------
                                      Name:  John C. Kissinger
                                      Title: General Manager

                                   Name of Institution:
                                   SUNAMERICA LIFE INSURANCE COMPANY

                                   by  /s/ John G. Lapham, III
                                      -------------------------
                                      Name:  John G. Lapham, III
                                      Title: Authorized Agent


<PAGE>

                                   Name of Institution:
                                   SUNTRUST BANK

                                   by  /s/ Maria Mamilovich
                                      -------------------------
                                      Name:  Maria Mamilovich
                                      Title: Director

                                   Name of Institution:
                                   UBS AG, STAMFORD BRANCH

                                   by  /s/ Jennifer L. Poccia
                                      -------------------------
                                      Name:  Jennifer L. Poccia
                                      Title: Associate Director

                                   by  /s/ Anthony N. Joseph
                                      -------------------------
                                      Name:  Anthony N. Joseph
                                      Title: Associate Director


                                   JPMORGAN CHASE BANK, individually
                                   and as Administrative Agent,

                                   by  /s/ Charles O. Freedgood
                                      -------------------------
                                      Name:  Charles O. Freedgood
                                      Title: Managing Director



<PAGE>




                                                             EXECUTION COPY

                                                                  EXHIBIT A
                                                    to Amended and Restated
                                                     Credit Agreement dated
                                                       as of August 5, 2002








                                CREDIT AGREEMENT





                          Dated as of February 4, 1997
                 As Amended and Restated as of August 5, 2002



                                     Among

                        CROWN CORK & SEAL COMPANY, INC.,


                  THE SUBSIDIARY BORROWERS REFERRED TO HEREIN,


                        THE LENDERS REFERRED TO HEREIN,

                                      And

                              JPMORGAN CHASE BANK
                   (formerly known as THE CHASE MANHATTAN BANK)
                            as Administrative Agent

                              -------------------

                           JPMORGAN SECURITIES INC.,
                        as Lead Arranger and Bookrunner




================================================================================
                                                            [CSM Ref. 6701-124]


<PAGE>



                               TABLE OF CONTENTS

                                                                           Page
                                                                           ----
                                   ARTICLE I

                                  Definitions
                                  -----------


SECTION 1.01.  Defined Terms...................................................1
SECTION 1.02.  Classification of Loans and Borrowings.........................36
SECTION 1.03.  Terms Generally................................................36

                                   ARTICLE II

                                  The Credits
                                  -----------

SECTION 2.01.  Credit Commitments.............................................37
SECTION 2.02.  Procedure for Borrowing; Assigned Dollar Values................39
SECTION 2.03.  Conversion and Continuation Options for Loans..................41
SECTION 2.04.  Swingline Loans................................................42
SECTION 2.05.  Prepayments of Loans...........................................45
SECTION 2.06.  Letters of Credit..............................................47
SECTION 2.07.  [Reserved].....................................................52
SECTION 2.08.  Repayment of Loans; Evidence of Debt...........................52
SECTION 2.09.  Interest Rates and Payment Dates...............................54
SECTION 2.10.  Computation of Interest........................................55
SECTION 2.11.  Fees...........................................................55
SECTION 2.12.  Termination, Reduction or Adjustment of Commitments............57
SECTION 2.13.  Inability to Determine Interest Rate; Unavailability of Deposits;
                 Inadequacy of Interest Rate..................................58
SECTION 2.14.  Pro Rata Treatment and Payments................................62
SECTION 2.15.  Illegality.....................................................64
SECTION 2.16.  Requirements of Law............................................65
SECTION 2.17.  Taxes..........................................................66
SECTION 2.18.  Indemnity......................................................69
SECTION 2.19.  Change of Lending Office.......................................70
SECTION 2.20.  Sharing of Setoffs.............................................70
SECTION 2.21.  Assignment of Commitments Under Certain Circumstances..........71

                                 ARTICLE III

Representations and Warranties................................................72
------------------------------
SECTION 3.01.  Organization, etc..............................................72
SECTION 3.02.  Due Authorization, Non-Contravention, etc......................72
SECTION 3.03.  Government Approval, Regulation, etc...........................73



<PAGE>

                                                                              ii


SECTION 3.04.  Validity, etc..................................................73
SECTION 3.05.  Financial Information..........................................73
SECTION 3.06.  No Material Adverse Change.....................................74
SECTION 3.07.  Litigation.....................................................74
SECTION 3.08.  Compliance with Laws and Agreements............................74
SECTION 3.09.  Subsidiaries...................................................74
SECTION 3.10.  Ownership of Properties........................................75
SECTION 3.11.  Taxes..........................................................75
SECTION 3.12.  Pension and Welfare Plans......................................75
SECTION 3.13.  Environmental Warranties.......................................75
SECTION 3.14.  Regulations U and X............................................77
SECTION 3.15.  Disclosure; Accuracy of Information............................77
SECTION 3.16.  Insurance......................................................77
SECTION 3.17.  Labor Matters..................................................77
SECTION 3.18.  Solvency.......................................................78
SECTION 3.19.  Security Documents.............................................78

                                           ARTICLE IV

Conditions....................................................................80
----------
SECTION 4.01.  Effective Date.................................................80
SECTION 4.02.  Conditions to Each Credit Event................................83

                                      ARTICLE V

Affirmative Covenants.........................................................85
---------------------
SECTION 5.01.  Financial Information, Reports, Notices, etc...................85
SECTION 5.02.  Compliance with Laws, etc......................................88
SECTION 5.03.  Maintenance of Properties......................................88
SECTION 5.04.  Insurance......................................................88
SECTION 5.05.  Books and Records..............................................89
SECTION 5.06.  Environmental Covenant.........................................89
SECTION 5.07.  Information Regarding Collateral...............................90
SECTION 5.08.  Existence; Conduct of Business.................................91
SECTION 5.09.  Payment of Obligations.........................................91
SECTION 5.10.  Casualty and Condemnation......................................91
SECTION 5.11.  Additional Subsidiaries; Holding Company Reorganization........91
SECTION 5.12.  Further Assurances.............................................93
SECTION 5.13.  Use of Proceeds................................................94
SECTION 5.14.     Release of Collateral.......................................94

                                       ARTICLE VI

Negative Covenants............................................................95
------------------
SECTION 6.01.  Indebtedness; Certain Equity Securities........................95
SECTION 6.02.  Liens..........................................................97
SECTION 6.03.  Fundamental Changes............................................98
SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions......99
SECTION 6.05.  Asset Sales...................................................101


<PAGE>

                                                                             iii


SECTION 6.06.  Sale and Leaseback Transactions...............................102
SECTION 6.07.  Hedging Agreements............................................102
SECTION 6.08.  Restricted Payments; Certain Payments of Indebtedness.........102
SECTION 6.09.  Transactions with Affiliates..................................103
SECTION 6.10.  Restrictive Agreements........................................104
SECTION 6.11.  Amendment of Material Documents...............................104
SECTION 6.12.  Interest Expense Coverage Ratio...............................105
SECTION 6.13.  Leverage Ratio................................................105
SECTION 6.14.  Asbestos Payments.............................................105
SECTION 6.15.  Debt Repayment Funds..........................................105

                                       ARTICLE VII

Events of Default............................................................106
-----------------
SECTION 7.01.  Listing of Events of Default..................................106
SECTION 7.02.  Action if Bankruptcy..........................................109
SECTION 7.03.  Action if Other Event of Default..............................110
SECTION 7.04.  Action if Event of Termination................................110

                                          ARTICLE VIII

The Agents...................................................................110
----------

                                            ARTICLE IX

Guarantee....................................................................113
---------
SECTION 9.01.  Guarantee.....................................................113
SECTION 9.02.  Amendments, etc., with respect to the Subsidiary Borrower
                  Obligations................................................113
SECTION 9.03.  Guarantee Absolute and Unconditional..........................114
SECTION 9.04.  Reinstatement.................................................115
SECTION 9.05.  Payments......................................................116
SECTION 9.06.  Independent Obligations.......................................116

                                          ARTICLE X

Miscellaneous................................................................116
-------------
SECTION 10.01.  Notices......................................................116
SECTION 10.02.  Survival of Agreement........................................118
SECTION 10.03.  Binding Effect...............................................118
SECTION 10.04.  Successors and Assigns.......................................118
SECTION 10.05.  Expenses; Indemnity..........................................123
SECTION 10.06.  Right of Setoff..............................................126
SECTION 10.07.  Applicable Law...............................................126
SECTION 10.08.  Waivers; Amendment...........................................126
SECTION 10.09.  Interest Rate................................................128
SECTION 10.10.  Entire Agreement.............................................129
SECTION 10.11.  WAIVER OF JURY TRIAL.........................................129
SECTION 10.12.  Severability.................................................129
SECTION 10.13.  Counterparts.................................................130
SECTION 10.14.  Headings.....................................................130


<PAGE>

                                                                              iv

SECTION 10.15.  Jurisdiction; Consent to Service of Process..................130
SECTION 10.16.  Judgments Relating to Subsidiary Borrowers...................131
SECTION 10.17.  Confidentiality..............................................132
SECTION 10.18.  Joint Liability of French Borrowers..........................133


EXHIBIT A.........  Form of Administrative Questionnaire
EXHIBIT B.........  Form of Assignment and Acceptance
EXHIBIT C.........  Form of Collateral Sharing Agreement
EXHIBIT D.........  Form of Compliance Certificate
EXHIBIT E.........  Form of Indemnity, Subrogation and Contribution Agreement
EXHIBIT F.........  Calculation of MLA Costs
EXHIBIT G.........  Form of Note
EXHIBIT H.........  Form of Subsidiary Borrower Closing Certificate
EXHIBIT I.........  Form of Subsidiary Borrower Notice and Designation
EXHIBIT J.........  Form of U.S. Guarantee Agreement
EXHIBIT K.........  Form of U.S. Pledge Agreement
EXHIBIT L.........  Form of U.S. Security Agreement
EXHIBIT M.........  Form of Opinion of Dechert
EXHIBIT O.........  Form of Opinion of Holters & Elsing
EXHIBIT P.........  Form of French Solvency Certificate
EXHIBIT Q.........  Form of Auditors' Certificate

SCHEDULE 1.01(a)..  Mortgaged Properties
SCHEDULE 1.01(b)..  Subsidiary Borrowers
SCHEDULE 1.01(c)..  Existing Letters of Credit
SCHEDULE 2.01.....  Lenders and Commitments
SCHEDULE 3.09.....  Subsidiaries
SCHEDULE 3.19(a)..  Required Actions-Foreign Stock Pledges
SCHEDULE 3.19(b)..  Required Actions-Foreign Collateral
SCHEDULE 3.19(d)..  Mortgage Filing Offices
SCHEDULE 6.01  ...  Indebtedness
SCHEDULE 6.02.....  Existing Liens
SCHEDULE 6.04.....  Existing Investments
SCHEDULE 6.05.....  Permitted Divestitures
SCHEDULE 6.10.....  Existing Restrictions


<PAGE>





               CREDIT  AGREEMENT  dated as of February  4, 1997,  as amended and
               restated as of August 5, 2002,  among CROWN CORK & SEAL  COMPANY,
               INC., a Pennsylvania corporation ("CCSC"); each of the Subsidiary
                                                  ----
               Borrowers  referred to herein (the Subsidiary  Borrowers and CCSC
               being  collectively   called  the  "Borrowers");   the  financial
                                                   ---------
               institutions  listed on  Schedule  2.01 (the  "Lenders");  and JP
                                                              -------
               MORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), a
               New York banking  corporation,  as administrative  agent (in such
               capacity, the "Administrative Agent") for the Lenders.
                              --------------------

     The parties hereto previously amended and restated the terms and provisions
of the Revolving Credit and Competitive  Advance Facility  Agreement dated as of
February 4, 1997 (the "Original Credit  Agreement"),  among CCSC, certain of the
                       --------------------------
Subsidiary Borrowers,  the existing lenders thereunder (the "Existing Lenders"),
                                                             ----------------
the Administrative  Agent, Societe Generale, as Documentation Agent, and Bank of
America Illinois, as Syndication Agent, pursuant to an amendment and restatement
of the Original  Credit  Agreement as of March 2, 2001 (the  "Original  Restated
                                                              ------------------
Credit Agreement"),  and the Original Restated Credit Agreement was subsequently
----------------
amended and restated as of  February 4, 2002  (the "Existing Credit Agreement").
                                               ------------------------------


     The  parties  hereto  now  desire to amend and restate the  Existing Credit
Agreement in the form hereof. Accordingly, the parties hereto agree as follows:



                                   ARTICLE I

                                  Definitions
                                  -----------


     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
                   -------------
shall have the meanings specified below:

     "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.
      -------------

     "ABR Loan" shall mean any Loan  denominated in Dollars and bearing interest
      --------
at the Alternate Base Rate in accordance with the provisions of Article II.



<PAGE>


                                                                             2



     "Adjusted LIBO Rate" means, with respect to any Eurocurrency  Borrowing for
      ------------------
any Interest Period, an interest rate per annum (rounded upwards,  if necessary,
to the next  1/100 of 1%)  equal to (a) the LIBO Rate for such  Interest  Period
multiplied by (b) the Statutory Reserve Rate.

     "Administrative  Questionnaire" shall mean an Administrative  Questionnaire
      -----------------------------
in the form of Exhibit A.

     "Affiliate"  of any  Person  means  any other  Person  which,  directly  or
      ---------
indirectly,  controls,  is  controlled  by or is under common  control with such
Person  (excluding any trustee under, or any committee with  responsibility  for
administering,  any Plan).  A Person shall be deemed to be  "controlled  by" any
other Person if such other Person possesses, directly or indirectly, power

          (a) to vote 25% or more of the  securities  (on a fully diluted basis)
     having  ordinary  voting  power for the  election of  directors or managing
     general partners; or

          (b) to direct or cause the direction of the management and policies of
     such Person whether by contract or otherwise;

provided,  however, that notwithstanding the foregoing,  for purposes of Section
--------   -------
10.04,  an  "Affiliate"  shall be a Person engaged in the business of banking or
buying or investing in loans who is controlled by, or under common control with,
a Lender.

          "Agent  Fees" shall have the meaning  assigned to such term in Section
           -----------
     2.11(c).

          "Agents" means the Administrative Agent and the Collateral Agent.
           ------

          "Aggregate  Tranche  A  Revolving  Credit  Exposure"  shall  mean  the
           --------------------------------------------------
     aggregate  amount of the  Tranche A  Lenders'  Tranche A  Revolving  Credit
     Exposures.

          "Aggregate  Tranche  B  Revolving  Credit  Exposure"  shall  mean  the
           --------------------------------------------------
     aggregate  amount of the Tranche B Revolving  Lenders'  Tranche B Revolving
     Credit Exposures.

          "Agreement  Currency" shall have the meaning  assigned to such term in
           -------------------
     Section 10.16(b).

          "Alternate  Base  Rate"  shall  mean,  for any day,  a rate per  annum
           ---------------------
     (rounded  upwards,  if  necessary,  to the next  1/100 of 1%)  equal to the
     greater  of (a) the Prime  Rate in  effect on such day and (b) the  Federal
     Funds  Effective  Rate in effect on such day plus 1/2 of 1%.  Any change in
     the  Alternate  Base Rate due to a change in the Prime Rate or the  Federal
     Funds  Effective  Rate shall be  effective  on the  effective  date of such
     change in the Prime Rate or the Federal Funds Effective Rate, respectively.




<PAGE>

                                                                             3



          "Alternative  Committed  Currencies"  shall  mean Euro  (which,  until
           ----------------------------------
     December 31, 2001, may be expressed using the denominations "French Francs"
     or "Deutschmarks") and British Pounds Sterling.

          "Alternative  Committed  Currency  Borrowing"  shall mean a  Borrowing
           -------------------------------------------
     comprised in whole or in part of Alternative Committed Currency Loans.

          "Alternative  Committed Currency  Equivalent" shall mean, with respect
           -------------------------------------------
     to an amount in Dollars on any date in relation to a specified  Alternative
     Committed  Currency,  the amount of such  specified  Alternative  Committed
     Currency  that may be  purchased  with such  amount of  Dollars at the Spot
     Exchange Rate with respect to such Alternative  Committed  Currency on such
     date.

          "Alternative  Committed  Currency  Loan" shall mean any Revolving Loan
           --------------------------------------
     denominated in an Alternative Committed Currency.

          "Amendment  and  Restatement   Agreement"   means  the  Amendment  and
           ---------------------------------------
     Restatement  Agreement dated as of August 5, 2002 among the Borrowers,  the
     Lenders and the Administrative Agent, relating to this Agreement.

          "Amendment  and  Restatement  Effective  Date"  shall mean the date on
           --------------------------------------------
     which  the  conditions   specified  in  Section  5  of  the  Amendment  and
     Restatement Agreement are satisfied or waived.

          "Another  Currency"  shall have the  meaning  assigned to such term in
           -----------------
     Section 2.13(a).

          "Applicable  Creditor" shall have the meaning assigned to such term in
           --------------------
     Section 10.16(b).

          "Applicable  Currency" shall have the meaning assigned to such term in
           --------------------
     Section 2.13(a).

          "Asbestos  Payment"  means  any cash  payment  actually  made by or on
           -----------------
     behalf of CCSC 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).



<PAGE>


                                                                             4


          "Assigned  Dollar Value" shall have the meaning  assigned to such term
           ----------------------
     in Section 2.02(c).

          "Assignment  and  Acceptance"  shall mean an assignment and acceptance
           ---------------------------
     entered   into  by  a  Lender  and  an   assignee,   and  accepted  by  the
     Administrative  Agent, in the form of Exhibit B or such other form as shall
     be approved by the Administrative Agent.

          "Authorized  Officer" shall mean,  with respect to CCSC,  those of its
           -------------------
     officers whose  signature and  incumbency  shall have been certified to the
     Administrative  Agent and the Lenders  pursuant  to Section  4.01(d) or any
     successor thereto.

          "Available Tranche A Revolving Credit Commitment" shall mean as to any
           -----------------------------------------------
     Tranche A Revolving Lender,  at any time of determination,  an amount equal
     to such Tranche A Revolving  Lender's Tranche A Revolving Credit Commitment
     at such time minus such  Tranche A Revolving  Lender's  Tranche A Revolving
     Credit Exposure at such time.

          "Available Tranche B Revolving Credit Commitment" shall mean as to any
           -----------------------------------------------
     Tranche B Revolving Lender,  at any time of determination,  an amount equal
     to such Tranche B Revolving  Lender's Tranche B Revolving Credit Commitment
     at such time minus such  Tranche B Revolving  Lender's  Tranche B Revolving
     Credit Exposure at such time.

          "Board"  shall  mean the Board of  Governors  of the  Federal  Reserve
           -----
     System of the United States.

          "Borrowing" shall mean a Loan or group of Loans to one Borrower of the
           ---------
     same  Class  and  Type and  denominated  in a single  currency  (except  as
     provided  in Section  2.13(b))  made  (including  through a  conversion  or
     continuation) by the applicable  Lenders on a single date and as to which a
     single Interest Period is in effect.

          "Borrowing  Date" shall mean any  Business  Day  specified in a notice
           ---------------
     pursuant to Section 2.02 or 2.04 as a date on which the  relevant  Borrower
     requests Loans to be made hereunder.

          "Borrowing  Request"  shall have the meaning  assigned to such term in
           ------------------
     Section 2.02(a).


<PAGE>



                                                                             5



          "British  Pounds  Sterling"  shall  mean  lawful  money of the  United
           -------------------------
     Kingdom.

          "Business Day" shall mean a day other than a Saturday, Sunday or other
           ------------
     day on which  commercial  banks in New  York,  New York are  authorized  or
     required by law to close,  except that (i) when used in  connection  with a
     Eurocurrency Loan or an Alternative Committed Currency Loan, "Business Day"
     also shall  exclude  any day on which  dealings in foreign  currencies  and
     exchange  between  banks may not be carried on in London,  England,  or New
     York,  New York or, in the case of an Alternative  Committed  Currency Loan
     denominated in Euro, the place designated by the Administrative  Agent from
     time to time as the  place  for  payments  in Euro  and (ii)  when  used in
     connection  with the payment or purchase  of any amount  denominated  in an
     Alternative  Committed Currency,  "Business Day" also shall exclude any day
     on which dealings in foreign  currencies and exchange may not be carried on
     between  banks  located  in  Frankfurt,  Germany  or,  in the case of Loans
     denominated  in  French  Francs  or made by a Lender  domiciled  in  Paris,
     France.

          "Capital  Lease  Obligations"  shall mean all monetary  obligations of
           ---------------------------
     CCSC  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.

          "CERCLA"  shall  mean  the   Comprehensive   Environmental   Response,
           ------
     Compensation, and Liability Act of 1980, as amended.

          "CERCLIS"  shall  mean  the  Comprehensive   Environmental   Response,
           -------
     Compensation and Liability Information System List.


          "Change in  Control"  shall  mean (a) the  acquisition  of  ownership,
           ------------------
     directly or indirectly,  beneficially or of record,  by any Person or group
     (within the meaning of the Securities Exchange Act of 1934 and the rules of
     the  Securities  and  Exchange  Commission  thereunder  as in effect on the
     Effective Date) of Equity  Interests  representing  more than 50% of either
     the  aggregate   ordinary  voting  power  or  the  aggregate  equity  value
     represented by the issued and outstanding  Equity Interests in CCSC; or (b)
     occupation  of a majority of the seats  (other  than  vacant  seats) on the
     board of directors of CCSC by Persons who were neither (i) nominated by the
     board of directors of CCSC nor (ii) appointed by directors so nominated.  A
     corporate  reorganization  of CCSC that  results in CCSC  becoming a wholly
     owned subsidiary of a holding company,  the outstanding Equity Interests of
     which are held by the same holders (in  substantially the same proportions)
     as are holders of the Equity  Interests of CCSC  immediately  prior to such
     corporate  reorganization,  shall  not  constitute  a "Change  in  Control"
     (provided  that the directors of such holding  company,  immediately  after
     giving effect to such corporate reorganization,  were either (i) nominated,
     appointed or approved by the board of  directors of CCSC or (ii)  appointed
     by directors so  nominated);  but after giving effect to any such corporate
     reorganization, references in the preceding sentences of this definition to
     "CCSC"  shall be deemed to refer to such  holding  company for  purposes of
     determining  whether a "Change in Control" has  occurred  and, in addition,
     the failure by CCSC thereafter to remain a wholly owned  subsidiary of such
     holding company also shall constitute a "Change in Control".




<PAGE>

                                                                             6


          "Charges"  shall  have the  meaning  assigned  to such term in Section
           -------
     10.09.

          "Class"  when used in reference  to any Loan or  Borrowing,  refers to
           -----
     whether such Loan, or the Loans  comprising such  Borrowing,  are Tranche A
     Revolving Loans,  Tranche B Revolving Loans, Term Loans or Swingline Loans,
     and when  used in  reference  to any  Commitment,  refers to  whether  such
     Commitment  is a  Tranche  A  Revolving  Credit  Commitment,  a  Tranche  B
     Revolving Credit Commitment or Term Commitment,  and when used in reference
     to any  Lender,  refers to  whether  such  Lender is a Tranche A  Revolving
     Lender, a Tranche B Revolving Lender or a Term Lender.


          "Code" shall mean the Internal  Revenue Code of 1986,  as amended from
           ----
     time to time.

          "Collateral"  means  any  and  all  "Collateral",  as  defined  in any
           ----------
     applicable Security Document.

          "Collateral  Agent"  means  JPMorgan  Chase  Bank, in its  capacity as
           -----------------
     collateral agent for the Secured Parties under the U.S. Security Documents,
     and each  entity the  Collateral  Agent  shall  designate  to  fulfill  the
     corresponding role under the Foreign Security Documents.

          "Collateral Sharing Agreement" means the Collateral Sharing Agreement,
           ----------------------------
     substantially  in the form of Exhibit C,  between  CCSC and the  Collateral
     Agent for the benefit of the Secured Parties.




<PAGE>


                                                                            7



          "Commitment"  means a Revolving Credit  Commitment or Term Commitment,
           ----------
     or any combination thereof (as the context requires).

          "Commitment  Percentage" shall mean, (i) with respect to any Tranche A
           ----------------------
     Revolving  Lender  at any  time,  the  percentage  of the  Total  Tranche A
     Revolving  Credit  Commitment   represented  by  such  Lender's  Tranche  A
     Revolving  Credit  Commitment  and  (ii)  with  respect  to any  Tranche  B
     Revolving  Lender  at any  time,  the  percentage  of the  Total  Tranche B
     Revolving  Credit  Commitment   represented  by  such  Lender's  Tranche  B
     Revolving  Credit  Commitment.  If the Revolving  Credit  Commitments  have
     terminated or expired, the Commitment  Percentage shall be determined based
     upon the  Revolving  Credit  Commitments  most  recently in effect,  giving
     effect to any assignments.

          "Compliance  Certificate"  shall  mean a  certificate  of a  Financial
           -----------------------
     Officer of CCSC substantially in the form of Exhibit D.

          "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  CCSC  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 CCSC or any
     Subsidiary  or the date that such  Person's  assets are acquired by CCSC or
     any Subsidiary.



<PAGE>

                                                                             8



          "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 CCSC 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 CCSC 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 CCSC and its
     Subsidiaries for such period.

          "Control"  shall mean the possession,  directly or indirectly,  of the
           -------
     power to direct or cause the  direction of the  management or policies of a
     person, whether through the ownership of voting securities,  by contract or
     otherwise,   and  "controlling"   and  "controlled"   shall  have  meanings
     correlative thereto.

          "Controlled  Group"  shall mean all members of a  controlled  group of
           -----------------
     corporations  and all members of a controlled group of trades or businesses
     (whether or not  incorporated)  under common control  which,  together with
     CCSC,  are treated as a single  employer  under Section 414(b) or 414(c) of
     the Code or Section 4001 of ERISA.

          "Credit Event" shall have the meaning assigned to such term in Section
           ------------
     4.02.

          "Currency   Equivalent"  shall  mean  the  Dollar  Equivalent  or  the
           ---------------------
     Alternative  Committed  Currency  Equivalent,  as the case  may be,  of the
     Applicable Currency.

          "Default"  shall mean any Event of Default,  any Event of  Termination
           -------
     and any event or condition  which upon notice,  lapse of time or both would
     constitute an Event of Default or Event of Termination.

          "Denomination  Date"  shall  mean,  in  relation  to  any  Alternative
           ------------------
     Committed Currency  Borrowing,  the date that is three Business Days before
     the date such Borrowing is made.

          "Dollar  Equivalent"  shall  mean,  with  respect  to an amount of any
           ------------------
     Alternative  Committed Currency on any date, the amount of Dollars that may
     be purchased with such amount of the Alternative  Committed Currency at the
     Spot Exchange Rate with respect to the  Alternative  Committed  Currency on
     such date.

          "Dollars"  or "$" shall  mean  lawful  money of the  United  States of
           -------
     America.



<PAGE>

                                                                            9



          "Domestic  Subsidiary" shall mean any Subsidiary of CCSC that is not a
           --------------------
     Foreign Subsidiary.

          "Effective  Date" means the date on which the conditions  specified in
           ---------------
     Section 4.01 are satisfied (or waived in accordance with Section 10.08).

          "Environment"  shall mean ambient air,  surface water and  groundwater
           -----------
     (including potable water,  navigable water and wetlands),  the land surface
     or subsurface strata, or as otherwise defined in any Environmental Law.

          "Environmental  Claim" shall mean any written accusation,  allegation,
           --------------------
     notice of violation,  claim, demand, order, directive, cost recovery action
     or other cause of action by, or on behalf of, any Governmental Authority or
     any other Person for damages,  injunctive  or  equitable  relief,  personal
     injury  (including  sickness,  disease or death),  Remedial  Action  costs,
     tangible or intangible property damage, natural resource damages, nuisance,
     pollution,  any adverse effect on the  Environment  caused by any Hazardous
     Material, or for fines, penalties or restrictions,  resulting from or based
     upon: (a) the existence, or the continuation of the existence, of a Release
     (including sudden or non-sudden,  accidental or  non-accidental  Releases);
     (b) exposure to any Hazardous  Material;  (c) the presence,  use, handling,
     transportation,  storage,  treatment or disposal of any Hazardous Material;
     or (d) the  violation  or alleged  violation  of any  Environmental  Law or
     Environmental Permit.

          "Environmental Laws" shall mean any and all applicable treaties,  laws
           ------------------
     (including  common law), rules,  regulations,  codes,  ordinances,  orders,
     decrees,  judgments,  injunctions,  notices or binding  agreements  issued,
     promulgated or entered into by any Governmental Authority,  relating in any
     way to the Environment,  preservation or reclamation of natural  resources,
     the  management,  Release or  threatened  Release of, or  exposure  to, any
     Hazardous Material or to health and safety matters.

          "Environmental  Liability"  shall mean any  liability,  contingent  or
           ------------------------
     otherwise  (including,  but not  limited  to, any  liability  for  damages,
     natural resource damage, costs of environmental remediation, administrative
     oversight costs,  fines,  penalties or indemnities),  of CCSC or any of its
     Subsidiaries  directly  or  indirectly  resulting  from or  based  upon (a)
     violation of any  Environmental  Law, (b) the  generation,  use,  handling,
     transportation,  storage, treatment or disposal of any Hazardous Materials,
     (c)  exposure to any  Hazardous  Materials,  (d) the Release or  threatened
     Release  of any  Hazardous  Materials  into  the  Environment  or  (e)  any
     contract,  agreement  or other  consensual  arrangements  pursuant to which
     liability is assumed or imposed with respect to any of the foregoing.




<PAGE>

                                                                          10




          "Environmental  Permit"  means any  permit,  approval,  authorization,
           ---------------------
     certificate,  license,  variance,  filing or permission required by or from
     any Governmental Authority pursuant to any Environmental Law.

          "Equity   Interests"  means  shares  of  capital  stock,   partnership
           ------------------
     interests,  membership interests in a limited liability company, beneficial
     interests in a trust or other equity ownership interests in a Person.

          "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
           -----
     1974, as the same may be amended from time to time.

          "ERISA  Affiliate"  shall mean any trade or  business  (whether or not
           ----------------
     incorporated)  that,  together with CCSC,  is treated as a single  employer
     under Section 414 of the Code.

          "Eurocurrency   Borrowing"   shall  mean  a  Borrowing   comprised  of
           ------------------------
     Eurocurrency Loans.

          "Eurocurrency  Loan"  shall mean any Loan  bearing  interest at a rate
           ------------------
     determined by reference to the Adjusted  LIBO Rate in  accordance  with the
     provisions of Article II.

          "Eurocurrency  Revolving  Credit  Borrowing"  shall  mean a  Revolving
           ------------------------------------------
     Credit Borrowing comprised of Eurocurrency Loans.

          "Event of  Default"  shall have the  meaning  assigned to such term in
           -----------------
     Section 7.01.

          "Event of Termination" shall have the meaning assigned to such term in
           --------------------
     Section 7.01.


          "Existing  Credit  Agreement"  has the  meaning  assigned to it in the
           ---------------------------
     preliminary statement in this Agreemnt.

          "Existing  Letters  of  Credit"  shall  mean  the  letters  of  credit
           -----------------------------
     identified on Schedule 1.01(c).

          "Extended  Term Lender"  means a Lender with an  outstanding  Extended
           ---------------------
     Term Loan, in its capacity as such.

          "Extended  Term Loan" means a Term Loan the maturity of which has been
           -------------------
     extended to the Extended  Term Loan Maturity Date pursuant to the Amendment
     and Restatement Agreement.




<PAGE>


                                                                            11



          "Extended Term Loan Maturity Date" means December 16, 2002.
           --------------------------------

          "Facility Fee" shall have the meaning assigned to such term in Section
           ------------
     2.11(a).

          "Federal Funds  Effective  Rate" shall mean, for any day, the weighted
           ------------------------------
     average of the rates on overnight  Federal funds  transactions with members
     of the  Federal  Reserve  System  arranged  by Federal  funds  brokers,  as
     published on the next  succeeding  Business Day by the Federal Reserve Bank
     of New York,  or, if such rate is not so  published  for any day which is a
     Business  Day,  the  average  of  the   quotations  for  the  day  of  such
     transactions  received by the Administrative Agent from three Federal funds
     brokers of recognized standing selected by it.

          "Fee Letter" shall mean the Fee Letter dated  January 23, 2001,  among
           ----------
     CCSC,  JPMorgan Chase Bank  and J.P.  Morgan Securities Inc.

          "Fees" shall mean the Facility Fees, the LC Fees and the Agent Fees.
           ----

          "Financial  Officer" of any  corporation,  partnership or other entity
           ------------------
     shall  mean the chief  financial  officer,  principal  accounting  officer,
     Treasurer or Controller of such corporation, partnership or other entity.

          "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;  references  to a Fiscal Year with a number
     corresponding  to any calendar year (e.g.  the "1994 Fiscal Year") refer to
     the Fiscal Year ending on December 31 occurring during such calendar year.

          "Foreign  Guarantee  Agreements"  shall  mean  one or  more  guarantee
           ------------------------------
     agreements  guaranteeing Foreign Obligations  described therein, with terms
     substantially  similar to the U.S. Guarantee Agreement and such other terms
     as shall be reasonably  determined by the Administrative  Agent, to be made
     by  Foreign  Loan  Parties  in favor of the  Administrative  Agent  for the
     benefit of the Secured Parties.



<PAGE>

                                                                           12


          "Foreign Loan Parties"  means (a) each  Subsidiary  Borrower that is a
           --------------------
     Foreign Subsidiary, (b) each other Subsidiary identified as a Loan Party on
     Schedule  3.09  that is  organized  under the laws of the  United  Kingdom,
     France,  Germany or any political  subdivision  of any of the foregoing and
     (c) each other  Foreign  Subsidiary  designated  by CCSC as a Foreign  Loan
     Party  provided that such Foreign  Subsidiary  shall have complied with the
     provisions of Section 5.11.

          "Foreign   Obligations"   has  the   meaning   assigned  to  the  term
           ---------------------
     "Obligations"  or the term  corresponding  thereto in each Foreign Security
     Agreement.

          "Foreign Pledge  Agreements"  shall mean one or more pledge agreements
           --------------------------
     securing Obligations described therein, with terms substantially similar to
     the U.S.  Pledge  Agreement  and such  other  terms as shall be  reasonably
     determined by the Collateral Agent,  among certain Loan Parties  (including
     certain  Foreign  Loan  Parties  and U.S.  Loan  Parties  which own  Equity
     Interests in Subsidiaries  organized  under the laws of France,  Germany or
     any political subdivision of any of the foregoing) and the Collateral Agent
     for the benefit of the Secured Parties.

          "Foreign  Security   Agreements"  shall  mean  one  or  more  security
           ------------------------------
     agreements  securing  Foreign  Obligations  described  therein  with  terms
     substantially  similar to the U.S. Security  Agreement and such other terms
     as shall be reasonably  determined by the Collateral  Agent,  among certain
     Foreign  Loan  Parties  and the  Collateral  Agent for the  benefit  of the
     Secured Parties.

          "Foreign   Security   Documents"   shall  mean  the  Foreign  Security
           ------------------------------
     Agreements, the Foreign Pledge Agreements and each other security agreement
     or other instrument or document executed and delivered  pursuant to Section
     5.11 or 5.12 to secure any of the Foreign Obligations. The Foreign Security
     Documents shall also include the French Delegations of Dividends.

          "Foreign  Subsidiary"  shall  mean  any  Subsidiary  of  CCSC  that is
           -------------------
     organized under the laws of a jurisdiction  other than the United States of
     America or any State thereof or the District of Columbia.

          "French  Borrower" shall mean a Subsidiary  Borrower that is organized
           ----------------
     under the laws of France.

          "French Delegations of Dividends" shall mean, with respect to a French
           -------------------------------
     Borrower,  the  delegations  of  dividends  ("delegations  de  dividendes")
     pertaining  to  dividends to be received by such French  Borrower  from all
     Subsidiaries  organized  under the laws of France in which it holds  Equity
     Interests, if any, in favor of the Collateral Agent.



<PAGE>


                                                                           13



          "French  Holding  Companies"  shall  mean  Crown   Developpement  SNC,
           --------------------------
     CarnaudMetalbox SA and Societe de Participations CarnaudMetalbox SA.


          "GAAP" shall mean  generally  accepted  accounting  principles  in the
           ----
     United States applied on a consistent basis.

          "Governmental  Authority"  shall  mean any  Federal,  state,  local or
           -----------------------
     foreign  court  or  governmental  agency,  authority,   instrumentality  or
     regulatory body.

          "Guarantee"  of  or  by  any  Person  (the   "guarantor")   means  any
           ---------
     obligation,  contingent or  otherwise,  of the  guarantor  guaranteeing  or
     having  the  economic  effect of  guaranteeing  any  Indebtedness  or other
     obligation  of any other  Person  (the  "primary  obligor")  in any manner,
     whether  directly  or  indirectly,  and  including  any  obligation  of the
     guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
     funds for the purchase or payment of) such Indebtedness or other obligation
     or to  purchase  (or to advance or supply  funds for the  purchase  of) any
     security  for the  payment  thereof,  (b) to  purchase  or lease  property,
     securities  or  services  for the  purpose  of  assuring  the owner of such
     Indebtedness or other obligation of the payment thereof (including pursuant
     to a "synthetic lease"), (c) to maintain working capital, equity capital or
     any other financial statement condition or liquidity of the primary obligor
     so as to enable  the  primary  obligor  to pay such  Indebtedness  or other
     obligation or (d) as an account party in respect of any letter of credit or
     letter of  guaranty  issued to support  such  Indebtedness  or  obligation;
     provided  that the term  "Guarantee"  shall not  include  endorsements  for
     collection or deposit in the ordinary course of business. The amount of the
     obligation  under any  Guarantee  shall be deemed to be the lower of (a) an
     amount equal to the stated or determinable amount of the primary obligation
     in respect of which such Guarantee is made (including  principal,  interest
     and fees) and (b) the maximum amount for which such guarantor may be liable
     pursuant to the terms of the instrument  embodying such  Guarantee,  unless
     such primary obligation and the maximum amount for which such guarantor may
     be liable are not stated or  determinable,  in which case the amount of the
     obligation  under  such  Guarantee  shall  be  such   guarantor's   maximum
     reasonably  anticipated  liability in respect  thereof as determined by the
     guarantor in good faith.



<PAGE>

                                                                            14



          "Guarantee Agreements" shall mean the Foreign Guarantee Agreements and
           --------------------
     the U.S. Guarantee Agreement.

          "Hazardous   Materials"   shall  mean  all  explosive  or  radioactive
           ---------------------
     substances or wastes, hazardous or toxic substances or wastes,  pollutants,
     solid,   liquid  or  gaseous  wastes,   including  petroleum  or  petroleum
     distillates,  asbestos or asbestos  containing  materials,  polychlorinated
     biphenyls ("PCBs") or PCB-containing materials or equipment,  infectious or
     medical wastes and all other  substances or wastes of any nature  regulated
     pursuant to any Environmental Law.

          "Hedging  Agreement"  means any interest  rate  protection  agreement,
           ------------------
     foreign currency exchange agreement,  commodity price protection  agreement
     or other  interest or currency  exchange  rate or commodity  price  hedging
     arrangement.

          "Immaterial  Subsidiary"  shall mean any Subsidiary of CCSC designated
           ----------------------
     as such from time to time by CCSC,  provided  that (i) no Loan Party may be
     an Immaterial Subsidiary, (ii) the aggregate equity value of all Immaterial
     Subsidiaries  shall  not  exceed  $50,000,000  at any  time and  (iii)  the
     aggregate  Indebtedness  of all  Immaterial  Subsidiaries  shall not exceed
     $100,000,000 at any time.

          "Impermissible  Qualification"  shall mean, relative to the opinion or
           ----------------------------
     certification  of any  independent  public  accountant  as to any financial
     statement  of CCSC,  any  qualification  or  exception  to such  opinion or
     certification

               (a) which is of a "going concern" or similar nature;

               (b) which relates to the limited scope of  examination of matters
          relevant to such financial statement; or

               (c) which relates to the treatment or  classification of any item
          in such financial  statement and which, as a condition to its removal,
          would  require an adjustment to such item the effect of which would be
          to cause CCSC to be in default of any of its obligations under Section
          6.12 or 6.13.

          "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  such  other
     Subsidiary  and  is  not  required  under  GAAP  to  be  reflected  on  the
     consolidated  balance sheet of CCSC. 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  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.



<PAGE>



                                                                            15




          "Indemnity,   Subrogation  and   Contribution   Agreement"  means  the
           --------------------------------------------------------
     Indemnity,  Subrogation and  Contribution  Agreement,  substantially in the
     form of Exhibit E, among the U.S. Loan Parties,  each  Subsidiary  Borrower
     that is a Foreign Subsidiary and the Administrative Agent.

          "Information  Memorandum"  shall  mean  the  Confidential  Information
           -----------------------
     Memorandum  dated  February  2001  relating to CCSC and the  amendment  and
     restatement of the Original Credit Agreement.

          "Insurance  Subsidiary"  shall  mean  Crownway  Insurance  Company,  a
           ---------------------
     Vermont corporation.

          "Intercreditor Agreement" means the Intercreditor Agreement,  dated as
           -----------------------
     of March 2, 2001, among Citibank,  N.A., as Program Agent, CCSC, Crown Cork
     & Seal Receivables (DE) Corporation, Crown Cork & Seal Company (USA), Inc.,
     Constar,  Inc.,  Risdon-AMS  (USA),  Inc.,  Zeller  Plastik,  Inc., and the
     Administrative Agent, as Bank Agent.



<PAGE>

                                                                            16


          "Interest Payment Date" shall mean, with respect to any Loan, the last
           ---------------------
     day of the Interest  Period  applicable to the Borrowing of which such Loan
     is a part and,  in the case of a  Eurocurrency  Borrowing  with an Interest
     Period of more than three  months'  duration,  (a) each day that would have
     been an Interest  Payment  Date had  successive  Interest  Periods of three
     months' duration been applicable to such Borrowing,  and, in addition,  (b)
     the  date  of any  refinancing  of such  Borrowing  with a  Borrowing  of a
     different Type.

          "Interest Period" shall mean (a) as to any Eurocurrency Borrowing, the
           ---------------
     period  commencing  on the date of such  Borrowing  (including  any date on
     which  such  Borrowing  shall have been  converted  from a  Borrowing  of a
     different  Type) or on the last day of the immediately  preceding  Interest
     Period applicable to such Borrowing,  as the case may be, and ending on (i)
     in the case of a Weekly  Eurocurrency  Borrowing,  the corresponding day of
     the week that is 1, 2 or 3 weeks  thereafter,  as the relevant Borrower may
     elect,  or  (ii)  in the  case  of any  other  Eurocurrency  Borrowing  the
     numerically corresponding day (or, if there is no numerically corresponding
     day,  on the last day) in the  calendar  month  that is 1, 2, 3 or 6 months
     thereafter,  as the  relevant  Borrower  may  elect,  or (b) as to any  ABR
     Borrowing (other than a Swingline Borrowing),  the period commencing on the
     date of such Borrowing  (including  any date on which such Borrowing  shall
     have been  converted  from a Borrowing of a different  Type) or on the last
     day of  the  immediately  preceding  Interest  Period  applicable  to  such
     Borrowing,  as the case may be, and ending on the  earliest of (i) the next
     succeeding  March  31,  June 30,  September  30 or  December  31,  (ii) the
     Revolving Credit Maturity Date and (iii) the date such Borrowing is prepaid
     in  accordance  with Section 2.05 or converted in  accordance  with Section
     2.03 and (c) as to any Swingline  Loan, a period  commencing on the date of
     such  Loan  and  ending  on the  earliest  of (i) the  fifth  Business  Day
     thereafter, (ii) the Revolving Credit Maturity Date and (iii) the date such
     Loan is prepaid in accordance with Section 2.05; provided, however, that if
                                                      --------  -------
     any  Interest  Period  would end on a day other than a Business  Day,  such
     Interest  Period  shall be extended  to the next  succeeding  Business  Day
     unless, in the case of a Eurocurrency  Borrowing only, such next succeeding
     Business  Day would  fall in the next  calendar  month,  in which case such
     Interest  Period shall end on the next  preceding  Business  Day.  Interest
     shall accrue from and including the first day of an Interest  Period to but
     excluding the last day of such Interest Period.



<PAGE>

                                                                            17



          "Issuing  Bank"  means  JPMorgan  Chase Bank,  in its  capacity as the
           -------------
     issuer of Letters of Credit hereunder,  and its successors in such capacity
     as provided in Section  2.06(i);  provided that,  when used with respect to
     each of the Existing Letters of Credit, the term "Issuing Bank" shall refer
     to the issuing bank in respect of such Existing Letter of Credit identified
     in Schedule 1.01(c); provided further that such issuing banks in respect of
                          ----------------
     the  Existing  Letters  of  Credit  shall  not be  required  to  issue  any
     additional  Letters  of Credit  hereunder.  The  Issuing  Bank may,  in its
     discretion,  arrange  for one or more  Letters  of  Credit  to be issued by
     Affiliates of the Issuing Bank, in which case the term "Issuing Bank" shall
     include any such Affiliate with respect to Letters of Credit issued by such
     Affiliate.

          "Judgment  Currency"  shall have the meaning  assigned to such term in
           ------------------
     Section 10.16(b).

          "LC Disbursement" means a payment made by the Issuing Bank pursuant to
           ---------------
     a Letter of Credit.

          "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
           -----------
     amount  of all  outstanding  Letters  of  Credit  at such time plus (b) the
     aggregate amount of all LC Disbursements  that have not yet been reimbursed
     by or on behalf of the  Borrowers  at such  time.  The LC  Exposure  of any
     Tranche A Revolving  Lender at any time shall be its Commitment  Percentage
     of the total LC Exposure at such time.

          "LC Fees"  shall  have the  meaning  assigned  to such term in Section
           -------
     2.11(b).

          "Lender  Affiliate"  means,  (a) with  respect to any  Lender,  (i) an
           -----------------
     Affiliate  of such  Lender  or (ii)  any  entity  (whether  a  corporation,
     partnership,  trust or  otherwise)  that is engaged in making,  purchasing,
     holding or  otherwise  investing  in bank loans and similar  extensions  of
     credit  in the  ordinary  course of its  business  and is  administered  or
     managed by a Lender or an  Affiliate of such Lender and (b) with respect to
     any  Lender  that  is a fund  which  invests  in  bank  loans  and  similar
     extensions of credit, any other fund that invests in bank loans and similar
     extensions of credit and is managed by the same investment  advisor as such
     Lender or by an Affiliate of such investment advisor.

          "Letter of Credit" means any letter of credit issued  pursuant to this
           ----------------
     Agreement.  As of the Effective  Date, each Existing Letter of Credit shall
     be deemed to constitute a Letter of Credit hereunder,  with the same effect
     as if issued on the Effective Date for the account of CCSC.



<PAGE>

                                                                           18



          "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 CCSC 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 CCSC or any of its Subsidiaries has sold,
     transferred,  leased or  otherwise  disposed of assets  pursuant to Section
     6.05(f) 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  of  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 from such sale,
     transfer,  lease or other  disposition of assets  pursuant to Section 2.05.
     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.


          "LIBO Rate"  shall mean with  respect to any  Eurocurrency  Borrowing,
           ---------
     other than a Weekly  Eurocurrency  Borrowing,  for any Interest Period, the
     rate  appearing  on page  3750  of the Dow  Jones  Market  Service  (or any
     successor  or  substitute  page of such  Service,  or any  successor  to or
     substitute for such Service,  providing rate quotations comparable to those
     currently  provided  on such page of such  Service,  as  determined  by the
     Administrative Agent from time to time for purposes of providing quotations
     of interest  rates  applicable  to  deposits in the  currency in which such
     Borrowing is denominated) at approximately  11:00 a.m., London time, on the
     Quotation Day for the currency in which such Borrowing is  denominated,  as
     the  rate  for  deposits  in  the  currency  in  which  such  Borrowing  is
     denominated  with a maturity  comparable  to such Interest  Period.  In the
     event that such rate is not available at such time for any reason, then the
     "LIBO Rate" with respect to such Eurocurrency  Borrowings for such Interest
      ---------
     Period shall be the rate (rounded upwards, if necessary,  to the next 1/100
     of 1%) at which  deposits  of  $5,000,000  (or in the case of  Eurocurrency
     Borrowings denominated in an Alternative Committed Currency,  deposits with
     a Dollar  Equivalent of $5,000,000)  and for a maturity  comparable to such
     Interest  Period  are  offered  by  the  principal  London  office  of  the
     Administrative Agent in immediately available funds in the London interbank
     market at approximately  11:00 a.m.,  London time, on the Quotation Day for
     the  currency  in  which  such  Borrowing  is  denominated   prior  to  the
     commencement of such Interest  Period.  "LIBO Rate" shall mean with respect
                                              ---------
     to any Weekly Eurocurrency Borrowing, for any Interest Period applicable to
     a Weekly Eurocurrency Borrowing, (a) the interest rate per annum determined
     by the Administrative  Agent to be the arithmetic mean (rounded upwards, if
     necessary,  to the nearest  1/100 of 1%) of the rates at which  deposits in
     the currency in which such Borrowing is denominated  approximately equal in
     principal amount to the Loan of the  Administrative  Agent, in its capacity
     as  Lender,  included  in  such  Weekly  Eurocurrency  Borrowing  and for a
     maturity  comparable to such  Interest  Period are offered to the principal
     London office of the Administrative Agent in immediately available funds in
     the  London  interbank  market,  as of  11:00  a.m.,  London  time,  on the
     Quotation Day for the currency in which such Borrowing is  denominated  for
     such Interest Period.



<PAGE>


                                                                           19



          "Lien" shall mean, with respect to any asset,  (a) any mortgage,  deed
           ----
     of trust, lien, pledge,  encumbrance,  charge or security interest in or on
     such asset,  (b) the interest of a vendor or a lessor under any conditional
     sale agreement, capital lease or title retention agreement relating to such
     asset  and (c) in the case of  securities,  any  purchase  option,  call or
     similar right of a third party with respect to such securities.

          "Loan Documents" shall mean this Agreement,  each Subsidiary  Borrower
           --------------
     Notice  and   Designation,   the  Guarantee   Agreements,   the  Indemnity,
     Subrogation  and  Contribution  Agreement,  the Security  Documents and, if
     requested by a Lender pursuant to Section 2.08(e), each Note.

          "Loan  Parties"  shall  mean the  Borrowers  and the  Subsidiary  Loan
           -------------
     Parties.

          "Loans" shall mean the Revolving  Loans,  the Swingline  Loans and the
           -----
     Term Loans.

          "Material  Adverse  Effect" shall mean a materially  adverse effect on
           -------------------------
     (a) the business,  assets, operations or condition (financial or otherwise)
     of CCSC and its Subsidiaries  taken as a whole, (b) the ability of any Loan
     Party to perform any of its material obligations under any Loan Document or
     (c) the material  rights of or material  benefits  available to the Lenders
     under any Loan Document.

          "Material  Indebtedness"  means Indebtedness (other than the Loans and
           ----------------------
     Letters of  Credit),  or  obligations  in  respect  of one or more  Hedging
     Agreements, of any one or more of CCSC and its Subsidiaries in an aggregate
     principal  amount  exceeding  $50,000,000.   For  purposes  of  determining
     Material Indebtedness, the "principal amount" of the obligations of CCSC or
     any Subsidiary in respect of any Hedging Agreement at any time shall be the
     maximum  aggregate  amount (giving effect to any netting  agreements)  that
     CCSC or such Subsidiary would be required to pay if such Hedging  Agreement
     were terminated at such time.


<PAGE>


                                                                           20




          "Maximum Rate" shall have the meaning assigned to such term in Section
           ------------
     10.09.

          "MLA  Cost"  shall  mean  the  cost  imputed  to  the  Lenders  of the
           ---------
     applicable  Class in  connection  with a Borrowing  denominated  in British
     Pounds Sterling in compliance with the Mandatory Liquid Asset  requirements
     of the Bank of England  during an  Interest  Period (or part of an Interest
     Period),  expressed as a rate per annum and  determined in accordance  with
     Exhibit F.

          "Moody's" shall mean Moody's Investors Service, Inc.
           -------

          "Mortgage" means a mortgage,  deed of trust,  assignment of leases and
           --------
     rents, leasehold mortgage or other security document granting a Lien on any
     Mortgaged   Property  to  secure  the  U.S.   Obligations   and/or  Foreign
     Obligations,  including  any  amendment  thereto.  Each  Mortgage  shall be
     satisfactory in form and substance to the Collateral Agent.

          "Mortgaged  Property" means,  initially,  each parcel of real property
           -------------------
     and the  improvements  thereto  owned by a Loan  Party  and  identified  on
     Schedule  1.01(a),  and  includes  each other  parcel of real  property and
     improvements  thereto with respect to which a Mortgage is granted  pursuant
     to Section 5.11 or 5.12.

          "Multicurrency Borrowing" shall have the meaning assigned to such term
           -----------------------
     in Section 2.13(b).

          "Net Cash Proceeds"  means,  with respect to any Prepayment  Event (a)
           -----------------
     the cash proceeds  actually  received in respect of such  Prepayment  Event
     including  (i) any cash received in respect of any non-cash  proceeds,  but
     only as and  when  received,  (ii) in the  case  of a  casualty,  insurance
     proceeds,  and  (iii)  in the  case of a  condemnation  or  similar  event,
     condemnation  awards and  similar  payments,  net of (b) the sum of (i) all
     reasonable   fees  and   out-of-pocket   expenses  paid  by  CCSC  and  the
     Subsidiaries  to third parties (other than  Affiliates) in connection  with
     such event, (ii) in the case of a sale, transfer or other disposition of an
     asset (including pursuant to a sale and leaseback transaction or a casualty
     or a  condemnation  or  similar  proceeding),  the  amount of all  payments
     required to be made by CCSC and the  Subsidiaries as a result of such event
     to repay Indebtedness (other than Loans) secured by such asset or otherwise
     subject to mandatory  prepayment  as a result of such event,  and (iii) the
     amount of all taxes paid (or  reasonably  estimated  to be payable) by CCSC
     and the  Subsidiaries,  and the amount of any reserves  established by CCSC
     and the Subsidiaries to fund contingent liabilities reasonably estimated to
     be payable,  in each case  during the year that such event  occurred or the
     next succeeding two years and that are directly  attributable to such event
     (as  determined  reasonably  and in good faith by CCSC),  provided that any
     amount by which such reserves are reduced for reasons other than payment of
     any such  contingent  liabilities  shall be considered  "Net Cash Proceeds"
     upon such  reduction.  In the case of Net Cash  Proceeds  denominated  in a
     currency other than Dollars,  the amount of such Net Cash Proceeds shall be
     the Dollar Equivalent thereof.


<PAGE>

                                                                            21



          "Non-Cash  Charges"  means  charges  that  (a) do not  represent  cash
           -----------------
     payments  made  or to be  made  by  CCSC  or any  Subsidiary  prior  to the
     Revolving  Credit  Maturity  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.

          "Non-Extended   Term  Lender"  means  a  Lender  with  an  outstanding
           ---------------------------
     Non-Extended Term Loan, in its capacity as such.

          "Non-Extended  Term  Loan"  means a Term Loan that is not an  Extended
           ------------------------
     Term Loan.

          "Non-Extended Term Loan Maturity Date" means August 4, 2002.
           ------------------------------------

          "Note" shall mean a note substantially in the form of Exhibit G.
           ----

          "Obligations"  shall  mean  the  U.S.   Obligations  and  the  Foreign
           -----------
     Obligations.

          "Organic  Document"  means,  (i)  relative  to each  Person  that is a
           -----------------
     corporation,  its  charter,  its  by-laws and all  shareholder  agreements,
     voting trusts and similar arrangements  applicable to any of its authorized
     shares  of  capital  stock,   (ii)  relative  to  each  Person  that  is  a
     partnership,  its partnership  agreement and any other similar arrangements
     applicable to any  partnership or other equity  interests in the Person and
     (iii)  relative to any Person that is any other type of legal entity,  such
     documents as shall be comparable to the foregoing.



<PAGE>

                                                                           22



          "Original Restated Credit Agreement" has the meaning assigned to it in
           ----------------------------------
     the preliminary statement in this Agreement.

          "Original  Credit  Agreement"  has the  meaning  assigned to it in the
           ---------------------------
     preliminary statement in this Agreement.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
           ----
     and defined in ERISA.

          "Perfection Certificate" means a certificate in the form of Annex 3 to
           ----------------------
     the U.S.  Security  Agreement or any other form approved by the  Collateral
     Agent.

          "Pension Plan" shall mean a "pension plan", as such term is defined in
           ------------
     section 3(2) of ERISA,  which is subject to Title IV of ERISA (other than a
     multiemployer  plan as defined in section 4001(a)(3) of ERISA) and to which
     CCSC or any ERISA Affiliate may have liability,  including any liability by
     reason of having been a substantial  employer within the meaning of section
     4063 of ERISA at any time during the preceding five years,  or by reason of
     being deemed to be a contributing sponsor under section 4069 of ERISA.

          "Permitted  Capital Market Debt" shall mean senior  unsecured notes of
           ------------------------------
     CCSC sold pursuant to a public offering in the United States or pursuant to
     an  offering  in  reliance  on Rule  144A  and/or  Regulation  S under  the
     Securities  Act of 1933,  as  amended,  the terms of which notes (i) do not
     provide for any scheduled  repayment,  mandatory redemption or sinking fund
     obligation prior to one year after the Revolving Credit Maturity Date, (ii)
     do not  restrict,  limit or adversely  affect the ability of CCSC or any of
     its  Subsidiaries  to  perform  their  obligations  under  any of the  Loan
     Documents  and (iii) are  customary  for similar  offerings by issuers with
     credit ratings  comparable to that of CCSC and are reasonably  satisfactory
     to the Administrative Agent.

          "Permitted Encumbrances" means:

          (a)  Liens  imposed  by law for  taxes,  assessments  or  governmental
     charges (including social security,  unemployment and similar charges) that
     are not yet due or are being contested in compliance with Section 5.09;



<PAGE>

                                                                            23




          (b)  statutory  Liens  of  landlords  and  carriers',  warehousemen's,
     mechanics',  materialmen's,  repairmen's,  suppliers'  and other like Liens
     imposed by law or pursuant  to  customary  reservations  or  retentions  of
     title,  arising in the ordinary course of business and securing obligations
     that  are not  overdue  by more  than 60  days or are  being  contested  in
     compliance with Section 5.09;

          (c) pledges and deposits  made in the  ordinary  course of business in
     compliance  with workers'  compensation,  unemployment  insurance and other
     social  security laws or  regulations  and deposits  securing  liability to
     insurance carriers under insurance or self-insurance arrangements;

          (d)  deposits  to secure the  performance  of bids,  trade  contracts,
     leases,  statutory obligations,  surety and appeal bonds, performance bonds
     and other obligations of a like nature, in each case in the ordinary course
     of business;

          (e) any  attachment or judgment  liens in respect of judgments that do
     not constitute an Event of Default under clause (f) of Section 7.01;

          (f)  easements,   zoning   restrictions,   rights-of-way  and  similar
     restrictions  and other  encumbrances  or title  defects  on real  property
     imposed by law or arising in the  ordinary  course of business  that do not
     secure any  monetary  obligations  and do not  materially  detract from the
     value of the affected  property or interfere  with the ordinary  conduct of
     business of CCSC or any Subsidiary;

          (g) Liens in favor of customs  and  revenue  authorities  arising as a
     matter of law to secure  payment of customs  duties in connection  with the
     importation of goods in the ordinary course of business;

          (h) Liens relating to customary retention of title clauses; and

          (i) Liens  arising in the ordinary  course of business with respect to
     customary  overdraft and foreign exchange  facilities over deposit accounts
     held by Subsidiaries which are not Loan Parties;

provided  that the term  "Permitted  Encumbrances"  shall not  include  any Lien
--------
securing Indebtedness.



<PAGE>

                                                                           24




          "Permitted Investments" means:
           ---------------------

          (a)  securities  with  maturities of one year or less from the date of
     acquisition  issued or fully  guaranteed or insured by the United States of
     America or any agency thereof;

          (b)   certificates  of  deposit  and  eurodollar  time  deposits  with
     maturities of 180 days or less from the date of  acquisition  and overnight
     bank deposits of any Lender or of any  commercial  bank having  capital and
     surplus in excess of $500,000,000;

          (c) repurchase  obligations  of any Lender or of any  commercial  bank
     satisfying the requirements of clause (b) of this definition, having a term
     of not  more  than 30 days  with  respect  to  securities  issued  or fully
     guaranteed  or  insured  by the  United  States of  America  or any  agency
     thereof;
          (d) commercial paper of a domestic issuer rated at least A-1 by S&P or
     P-1 by Moody's;

          (e)  securities  with  maturities of one year or less from the date of
     acquisition backed by standby letters of credit issued by any Lender or any
     commercial  bank  satisfying  the   requirements  of  clause  (b)  of  this
     definition; or

          (f)  shares of money  market  mutual or  similar  funds  which  invest
     exclusively in assets  satisfying the  requirements  of clauses (a) through
     (e) of this  definition;  provided that, in the case of any investment by a
     Foreign Subsidiary,  "Permitted Investments" shall also include: (i) direct
     obligations of the sovereign  nation (or any agency  thereof) in which such
     Foreign   Subsidiary  is  organized  and  is  conducting   business  or  in
     obligations fully and  unconditionally  guaranteed by such sovereign nation
     (or  any  agency  thereof),  (ii)  investments  of the  type  and  maturity
     described  in clauses  (a)  through  (e) above of foreign  obligors,  which
     investments  or obligors  (or the parents of such  obligors)  have  ratings
     described in such clauses or  equivalent  ratings from  comparable  foreign
     rating  agencies and (iii) shares of money market  mutual or similar  funds
     which invest exclusively in assets otherwise satisfying the requirements of
     this definition (including this proviso).




<PAGE>
                                                                            25



          "Permitted  Receivables  Financing"  shall  mean (i) the  transactions
           ---------------------------------
     under the Receivables  Purchase Agreement dated as of January 26, 2001 (the
     "Receivables  Purchase Agreement") among Crown Cork & Seal Receivables (DE)
     Corporation,  as 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 for the
     Purchasers  and the other  Owners  thereunder,  as the same may be amended,
     amended and restated,  supplemented or otherwise modified from time to time
     and  under  the  "Transaction  Documents"  as  defined  therein,  and  (ii)
     refinancings of the program under the Receivables Purchase Agreement or the
     consummation of one or more additional  receivables  financings (including,
     without  limitation,  financings  of European  receivables)  with  combined
     proceeds of all Permitted Receivables  Financings in an aggregate principal
     amount  not to exceed  $600,000,000  (or,  at the time that the  applicable
     Permitted  Receivables  Financing is entered  into,  the Dollar  Equivalent
     thereof) at any time  outstanding,  in each case  pursuant to a  structured
     receivables  financing  consisting of a  securitization  of receivables the
     material  terms  of  which  are  reasonably  satisfactory  to CCSC  and the
     Administrative  Agent  on  behalf  of  the  Lenders.  For  purposes  of the
     foregoing $600,000,000  limitation,  outstanding proceeds at any time shall
     be deemed to equal the then outstanding  capital amount or principal amount
     received  by the  relevant  Receivables  Subsidiary  in respect of sales of
     accounts  receivable  or as a  result  of the  creation  of  debt  of  such
     Receivables Subsidiary where such debt is supported by accounts receivable,
     in each case pursuant to a Permitted Receivables  Financing,  to the extent
     such accounts receivable remain outstanding and uncollected at such time.

          "Person" shall mean any natural person,  corporation,  business trust,
           ------
     joint venture, association, company, partnership, limited liability company
     or government, or any agency or political subdivision thereof.

          "Plan" shall mean any Pension Plan or Welfare Plan.
           ----

          "Pledge  Agreements"  shall mean the Foreign Pledge Agreements and the
           ------------------
     U.S. Pledge Agreement.


          "Prepayment Event" shall mean:
           ----------------

          (a) any sale,  transfer or other disposition  (including pursuant to a
     sale and leaseback  transaction) of any property or asset of CCSC or any of
     its  Subsidiaries,  other than (i)  dispositions  described in clauses (a),
     (b), (c), (d) and (e) of Section 6.05 and (ii) any other single disposition
     (or series of related  dispositions)  resulting  in Net Cash  Proceeds  not
     exceeding $10,000,000,  provided that the dispositions excluded pursuant to
                             --------
     this  clause  (ii)  shall not apply to any  dispositions  to the extent the
     cumulative Net Cash Proceeds  therefrom exceed $25,000,000 in any period of
     four consecutive Fiscal Quarters; or



<PAGE>

                                                                           26


          (b) any casualty or other insured damage to, or any taking under power
     of eminent domain or by condemnation or similar proceeding of, any property
     or asset of CCSC or any of its  Subsidiaries,  but only to the extent  that
     the Net Cash Proceeds therefrom have not been applied to repair, restore or
     replace such property or asset within 360 days after such event; or

          (c) the issuance by any Subsidiary of CCSC of any Equity Interests, or
     the receipt by any Subsidiary of any capital  contribution,  other than any
     such  issuance  of Equity  Interests  to, or  receipt  of any such  capital
     contribution from, CCSC or any of its Subsidiaries;

          (d)  the   incurrence  by  CCSC  of  any   Indebtedness,   other  than
     Indebtedness  permitted by clauses (i) through (v), inclusive,  and clauses
     (vii), (viii), (ix) (except for the incurrence by any Subsidiary of CCSC of
     Indebtedness permitted by such clause (ix) which
         has a maturity in excess of one year), (x) and (xi) of Section 6.01(a).

          "Prime  Rate"  shall  mean the rate of  interest  per  annum  publicly
           -----------
     announced from time to time by the  Administrative  Agent as its prime rate
     in effect at its  principal  office in New York  City;  each  change in the
     Prime Rate shall be effective on the date such change is publicly announced
     as being effective.

          "Pro Rata  Percentage" of any Tranche A Revolving  Lender or Tranche B
           --------------------
     Revolving  Lender at any time shall mean the  percentage  of the  aggregate
     Available  Tranche A Revolving  Credit  Commitment  or Available  Tranche B
     Revolving Credit  Commitment,  as applicable,  represented by such Lender's
     Available  Tranche A Revolving  Credit  Commitment  or Available  Tranche B
     Revolving Credit Commitment, as applicable.

          "Public Debt" means the debt  securities  outstanding on the Effective
           -----------
     Date under (a) the Indenture, dated as of December 17, 1996, among CCSC, as
     Issuer and Guarantor,  Crown Cork & Seal Finance PLC, as Issuer, Crown Cork
     & Seal Finance S.A., as Issuer,  and the Bank of New York, as Trustee,  (b)
     the Indenture,  dated as of January 15, 1995,  between CCSC, as Issuer, and
     JPMorgan  Chase Bank (as  successor  in  interest  to  Chemical  Bank),  as
     Trustee,  (c) the  Indenture,  dated as of April 1, 1993,  between CCSC, as
     Issuer,  and  JPMorgan  Chase Bank (as  successor  in  interest to Chemical
     Bank),  as Trustee,  (d) the Note Purchase  Agreements,  dated as of May 4,
     1993, among  CarnaudMetalbox  Investments  (USA) Inc. and the purchasers of
     the notes issued thereby, as amended,  and (e) the Fiscal and Paying Agency
     Agreement,  dated as of December 6, 1999, between Crown Cork & Seal Finance
     S.A.,  as Issuer,  CCSC as Guarantor,  Citibank  N.A., as Agent and Paribas
     Luxembourg as additional Paying Agent.



<PAGE>

                                                                           27



          "Quotation Day" in respect of the  determination  of the LIBO Rate for
           -------------
     any Interest  Period (i) for any  Eurocurrency  Borrowing in Dollars or any
     Alternative  Committed  Currency,  means the day on which  quotations would
     ordinarily  be given by prime  banks in the  London  interbank  market  for
     deposits  in the  currency  in which  such  Borrowing  is  denominated  for
     delivery  on the  first  day of such  Interest  Period;  provided,  that if
                                                              --------
     quotations  would  ordinarily be given on more than one date, the Quotation
     Day for such  Interest  Period shall be the last of such dates and (ii) for
     any Eurocurrency Borrowing in British Pounds Sterling,  means the first day
     of such Interest Period.

          "Receivables  Subsidiary"  shall  mean,  initially,  Crown Cork & Seal
           -----------------------
     Receivables  (DE)  Corporation,  and any other special  purpose  subsidiary
     which exists solely to purchase and sell  receivables or to otherwise raise
     financing in connection with a Permitted Receivables Financing.

          "Register" shall have the meaning given such term in Section 10.04(d).
           --------

          "Regulation  U" shall mean  Regulation  U of the Board as from time to
           -------------
     time in effect and all official rulings and  interpretations  thereunder or
     thereof.

          "Regulation  X" shall mean  Regulation  X of the Board as from time to
           -------------
     time in effect and all official rulings and  interpretations  thereunder or
     thereof.

          "Related Parties" means,  with respect to any specified  Person,  such
           ---------------
     Person's  Affiliates and the  respective  directors,  officers,  employees,
     agents and advisors of such Person and such Person's Affiliates.

          "Release" means any spilling,  leaking,  pumping,  pouring,  emitting,
           -------
     emptying,  discharging,  injecting, escaping, leaching, dumping, disposing,
     depositing,  dispersing,  emanating or migrating of any Hazardous  Material
     in, into, onto or through the Environment.



<PAGE>

                                                                           28



          "Remedial  Action" means (a) "remedial action" as such term is defined
           ----------------
     in CERCLA, 42 USC. Section 9601(24),  and (b) all other actions required by
     any  Governmental  Authority  or  voluntarily  undertaken  to: (i) cleanup,
     remove,  treat, abate or in any other way address any Hazardous Material in
     the environment; (ii) prevent the Release or threat of Release, or minimize
     the  further  Release of any  Hazardous  Material so it does not migrate or
     endanger or threaten to endanger public health, welfare or the Environment;
     or (iii) perform  studies and  investigations  in connection  with, or as a
     precondition to, (i) or (ii) above.

          "Reportable  Event"  shall  mean any  reportable  event as  defined in
           -----------------
     Section 4043 of ERISA or the regulations  issued thereunder with respect to
     a  Plan  (other  than a Plan  maintained  by an  ERISA  Affiliate  that  is
     considered an ERISA  Affiliate  only  pursuant to subsection  (m) or (o) of
     Code Section 414).

          "Required  Lenders" shall mean, at any time,  Lenders having Revolving
           -----------------
     Credit Exposures,  Term Loans and unused Commitments representing more than
     50% of the sum of the total Revolving  Credit  Exposures,  outstanding Term
     Loans and unused Commitments at such time.

          "Requirement  of Law" shall mean, as to any Person,  any law,  treaty,
           -------------------
     rule or  regulation or  determination  of an arbitrator or a court or other
     Governmental  Authority,  in each case  applicable  to or binding upon such
     Person or any of its  property  or assets or to which such Person or any of
     its property or assets is subject.

          "Responsible Officer" of any corporation,  partnership or other entity
           -------------------
     shall mean any executive  officer or Financial Officer of such corporation,
     partnership  or other  entity and any other  officer  or  similar  official
     thereof  responsible  for the  administration  of the  obligations  of such
     corporation, partnership or other entity in respect of this Agreement.

          "Restricted Payment" means any dividend or other distribution (whether
           ------------------
     in cash, securities or other property) with respect to any Equity Interests
     in CCSC or any Subsidiary,  or any payment (whether in cash,  securities or
     other property),  including any sinking fund or similar deposit, on account
     of  the  purchase,  redemption,  retirement,  acquisition,  cancelation  or
     termination  of any  Equity  Interests  in  CCSC or any  Subsidiary  or any
     option, warrant or other right to acquire any such Equity Interests in CCSC
     or any Subsidiary,  provided that no such dividend, distribution or payment
                         --------
     shall  constitute  a  "Restricted  Payment"  to the extent made solely with
     common stock of CCSC or any of its  Subsidiaries.  The granting of security
     by any  Subsidiary  pursuant  to the terms of this  Agreement  shall not be
     considered a Restricted Payment.



<PAGE>

                                                                           29




          "Revaluation   Date"  shall  mean,  with  respect  to  an  Alternative
           ------------------
     Committed  Currency Loan, the last day of each Interest Period (and, if the
     Interest Period is six months,  the 90th day of such Interest  Period) with
     respect to such Loan (and if such day is not a Business  Day,  then the day
     the  applicable  interest  payment  would be due  pursuant  to the last two
     sentences of Section 2.14(a)).

          "Revolving  Credit  Borrowing" shall mean a Tranche A Revolving Credit
           ----------------------------
     Borrowing or a Tranche B Revolving Credit Borrowing.

          "Revolving Credit  Commitment" shall mean a Tranche A Revolving Credit
           ----------------------------
     Commitment or a Tranche B Revolving Credit Commitment.

          "Revolving  Credit  Commitment  Period" shall mean the period from and
           -------------------------------------
     including  the date of the Original  Credit  Agreement to but not including
     the  Revolving  Credit  Maturity  Date or any  earlier  date on  which  the
     Revolving  Credit  Commitments to make Revolving  Loans pursuant to Section
     2.01 shall terminate as provided herein.

          "Revolving  Credit  Exposure"  shall mean  Tranche A Revolving  Credit
           ---------------------------
     Exposure and Tranche B Revolving Credit Exposure.

          "Revolving Credit Maturity Date" shall mean December 8, 2003.
           ------------------------------

          "Revolving  Lenders"  means Tranche A Revolving  Lenders and Tranche B
           ------------------
     Revolving Lenders.

          "Revolving  Loans" shall mean Tranche A Revolving  Loans and Tranche B
           ----------------
     Revolving Loans.

          "S&P"  shall mean  Standard & Poor's,  a division  of The  McGraw-Hill
           ---
     Companies.

          "Secured  Parties" shall have the meaning assigned to such term in the
           ----------------
     applicable Security Agreement.

          "Security  Agreements"  means the Foreign Security  Agreements and the
           --------------------
     U.S. Security Agreement.

          "Security Documents" means the Foreign Security Documents and the U.S.
           ------------------
     Security Documents.




<PAGE>

                                                                          30



          "Spot  Exchange  Rate" shall mean, on any day, (a) with respect to any
           --------------------
     Alternative  Committed  Currency in  relation to Dollars,  the spot rate at
     which  Dollars  are  offered  on such  day for such  Alternative  Committed
     Currency which appears on page FXFX of the Reuters Screen at  approximately
     11:00  a.m.,  London  time (and if such spot rate is not  available  on the
     applicable page of the Reuters Screen, such spot rate as quoted by JPMorgan
     Chase Bank,  London at  approximately  11:00 a.m.,  London time),  (b) with
     respect to Dollars  in  relation  to any  specified  Alternative  Committed
     Currency,  the spot  rate at which  such  specified  Alternative  Committed
     Currency is offered on such day for Dollars  which  appears on page FXFX of
     the Reuters Screen at  approximately  11:00 a.m.,  London time (and if such
     spot rate is not available on the  applicable  page of the Reuters  Screen,
     such spot rate as quoted by JPMorgan  Chase Bank,  London at  approximately
     11:00 a.m.,  London time).  For purposes of  determining  the Spot Exchange
     Rate in connection with an Alternative  Committed Currency Borrowing,  such
     Spot Exchange Rate shall be determined as of the Denomination Date for such
     Borrowing  with  respect  to  transactions  in the  applicable  Alternative
     Committed Currency that will settle on the date of such Borrowing.

          "Statutory  Reserve  Rate"  shall  mean  a  fraction  (expressed  as a
           ------------------------
     decimal),  the numerator of which is the number one and the  denominator of
     which  is the  number  one  minus  the  aggregate  of the  maximum  reserve
     percentages  (including any marginal,  special,  emergency or  supplemental
     reserves)  expressed  as a  decimal  established  by the Board to which the
     Administrative Agent is subject with respect to the Adjusted LIBO Rate, for
     eurocurrency  funding (currently referred to as "Eurocurrency  Liabilities"
     in Regulation D of the Board). Such reserve percentages shall include those
     imposed pursuant to such Regulation D.  Eurocurrency  Loans shall be deemed
     to  constitute  eurocurrency  funding  and to be  subject  to such  reserve
     requirements  without  benefit of or credit for  proration,  exemptions  or
     offsets  that may be  available  from time to time to any Lender under such
     Regulation D or any comparable regulation. The Statutory Reserve Rate shall
     be adjusted  automatically on and as of the effective date of any change in
     any reserve percentage.

          "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 CCSC
                    --------
     directly or indirectly owns a partnership interest,  such partnership shall
     not be deemed to be a Subsidiary of CCSC unless such partnership's  primary
     assets  consist of the capital stock of corporate  Subsidiaries  of CCSC 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 CCSC.



<PAGE>

                                                                            31


          "Subsidiary  Borrower"  shall  mean (a) each  Subsidiary  set forth on
           --------------------
     Schedule  1.01(b)  and  (b)  each  other  Subsidiary  (i)  which  has  been
     designated as such by CCSC in a Subsidiary  Borrower Notice and Designation
     and (ii) whose designation as a Subsidiary Borrower has not been terminated
     pursuant to Section 4.02(d).

          "Subsidiary  Borrower  Closing  Certificate"  shall mean a certificate
           ------------------------------------------
     substantially in the form of Exhibit H.

          "Subsidiary  Borrower Notice and Designation"  shall mean a notice and
           -------------------------------------------
     designation, substantially in the form of Exhibit I, delivered by CCSC, and
     received and  consented  to by the  Administrative  Agent,  and which shall
     identify a Subsidiary Borrower.

          "Subsidiary  Borrower  Obligations"  shall mean,  with respect to each
           ---------------------------------
     Subsidiary  Borrower,  the unpaid  principal of and interest on  (including
     interest  accruing after the maturity of the Loans made to such  Subsidiary
     Borrower  and  interest  accruing  after  the  filing  of any  petition  in
     bankruptcy,  or the commencement of any insolvency,  reorganization or like
     proceeding,  relating to such Subsidiary  Borrower,  whether or not a claim
     for post-filing or  post-petition  interest is allowed in such  proceeding)
     the Loans made to or LC  Disbursements  made  pursuant to Letters of Credit
     issued  for  the  account  of  such  Subsidiary   Borrower  and  all  other
     obligations and  liabilities of such  Subsidiary  Borrower to either Agent,
     the Issuing Bank or to any Lender, whether direct or indirect,  absolute or
     contingent,  due or to become due, or now existing or  hereafter  incurred,
     which may arise under, out of, or in connection with, this Agreement or any
     other document made, delivered or given in connection herewith,  whether on
     account  of  principal,  interest,  fees,  indemnities,  costs or  expenses
     (including,  without  limitation,  all fees,  charges and  disbursements of
     counsel  (including  the  allocated  costs of  internal  counsel)  that are
     required  to be paid by such  Subsidiary  Borrower  to  either  Agent,  the
     Issuing Bank or to any Lender pursuant to any Loan Document) or otherwise.



<PAGE>

                                                                           32



          "Subsidiary   Loan  Parties"  shall  mean  each  of  CCSC's   Domestic
           --------------------------
     Subsidiaries  (other  than  a  Receivables  Subsidiary  and  the  Insurance
     Subsidiary) and, if any Subsidiary Borrower is not a Domestic Subsidiary of
     CCSC, then "Subsidiary Loan Parties" shall include each of the Foreign Loan
     Parties.

          "Swingline  Borrower" shall mean any Borrower to which Swingline Loans
           -------------------
     are made.

          "Swingline  Commitment"  shall mean the  commitment  of the  Swingline
           ---------------------
     Lender to make loans pursuant to Section 2.04.

          "Swingline  Exposure" shall mean, at any time, the aggregate principal
           -------------------
     amount of all  Swingline  Loans  outstanding  at such time.  The  Swingline
     Exposure  of any  Tranche  A  Revolving  Lender  at any  time  shall be its
     Commitment Percentage of the total Swingline Exposure at such time.

          "Swingline  Lender" shall mean JPMorgan Chase Bank, in its capacity as
           -----------------
     lender of Swingline Loans.

          "Swingline  Loan"  shall  have the  meaning  assigned  to such term in
           ---------------
     Section 2.04(a).

          "Taxes" shall have the meaning assigned to such term in Section 2.17.
           -----

          "Term Borrowing" shall mean a Borrowing comprised of Term Loans.
           --------------

          "Term Commitment"  means, with respect to each Lender, the commitment,
           ---------------
     if any, of such Lender to make a Term Loan hereunder on the Effective Date,
     expressed as an amount  representing  the maximum  principal  amount of the
     Term Loan to be made by such Lender  hereunder,  as the same may be reduced
     from time to time pursuant to the provisions of this Agreement. The initial
     amount of each Lender's Term Commitment is set forth on Schedule 2.01 or in
     the  Assignment  and  Acceptance  pursuant to which such Lender  shall have
     assumed its Term Commitment, as applicable. The initial aggregate amount of
     the Lenders' Term Commitments is $400,000,000.



<PAGE>

                                                                            33


          "Term Lender" means a Lender with a Term  Commitment or an outstanding
           -----------
     Term Loan, in its capacity as such.

          "Term  Loan"  means a Loan  made  pursuant  to clause  (i) of  Section
           ----------
     2.01(a).

          "Term Loan Maturity Date" means the  Non-Extending  Term Loan Maturity
           -----------------------
     Date or the Extended Term Loan Maturity Date, as applicable.

          "Total  Indebtedness"  means,  as of any  date,  the  sum  of (a)  the
           -------------------
     aggregate  principal  amount of Indebtedness  of CCSC 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 CCSC 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 CCSC 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.

          "Total Tranche A Revolving Credit Commitment" shall mean, at any time,
           -------------------------------------------
     the aggregate amount of the Tranche A Revolving Credit  Commitments,  as in
     effect at such time.

          "Total Tranche B Revolving Credit Commitment" shall mean, at any time,
           -------------------------------------------
     the aggregate amount of the Tranche B Revolving Credit  Commitments,  as in
     effect as such time.

          "Tranche  A  Revolving  Credit   Borrowing"  shall  mean  a  Borrowing
           -----------------------------------------
     comprised of Tranche A Revolving Loans.


<PAGE>

                                                                           34


          "Tranche A Revolving  Credit  Commitment"  shall mean, with respect to
           ---------------------------------------
     each Tranche A Revolving Lender, the commitment of such Tranche A Revolving
     Lender to make Tranche A Revolving Loans and to acquire  participations  in
     Letters of Credit and Swingline Loans hereunder,  expressed in each case as
     an amount  representing  the  maximum  principal  amount of such  Tranche A
     Revolving  Lender's Tranche A Revolving Credit Exposure  hereunder,  as the
     same may be reduced from time to time  pursuant to the  provisions  of this
     Agreement.  The initial amount of each Tranche A Revolving Lender's Tranche
     A Revolving Credit Commitment is set forth on Schedule 2.01 (in the case of
     Tranche A Revolving Credit Commitments in effect on the Effective Date), or
     in the Assignment  and Acceptance  pursuant to which such Lender shall have
     assumed its Tranche A  Revolving  Credit  Commitment,  as  applicable.  The
     aggregate  amount of the Tranche A Revolving  Lenders'  Tranche A Revolving
     Credit Commitments as of the Effective Date is $2,175,000,000.

          "Tranche A Revolving  Credit Exposure" shall mean, with respect to any
           ------------------------------------
     Tranche  A  Revolving  Lender  at any  time,  the sum of (a) the  aggregate
     principal amount at such time of all outstanding  Tranche A Revolving Loans
     of such Tranche A Revolving  Lender  denominated  in Dollars,  plus (b) the
     Assigned Dollar Value at such time of the aggregate principal amount of all
     outstanding   Alternative  Committed  Currency  Loans  of  such  Tranche  A
     Revolving Lender, plus (c) such Tranche A Revolving Lender's LC Exposure at
     such time, plus (d) such Tranche A Revolving Lender's Commitment Percentage
     of the aggregate principal amount at such time of all outstanding Swingline
     Loans,  plus (e) an amount equal to such  Tranche A Revolving  Lender's Pro
     Rata  Percentage  times  the  amount  of  outstanding  Indebtedness  with a
     maturity of one year or less outstanding pursuant to Section 6.01(a)(ix).

          "Tranche A Revolving  Lender" shall mean a Lender with a commitment to
           ---------------------------
     make  Tranche A  Revolving  Loans or with any  Tranche A  Revolving  Credit
     Exposure, in its capacity as such.

          "Tranche A Revolving Loans" shall mean the revolving loans made by the
           -------------------------
     Tranche A  Revolving  Lenders to the  Borrowers  pursuant to clause (ii) of
     Section  2.01(a).  Each  Tranche A Revolving  Loan shall be a  Eurocurrency
     Revolving Loan or an ABR Loan.

          "Tranche  B  Revolving  Credit   Borrowing"  shall  mean  a  Borrowing
           -----------------------------------------
     comprised of Tranche B Revolving Loans.

          "Tranche B Revolving  Credit  Commitment"  shall mean, with respect to
           ---------------------------------------
     each Tranche B Revolving Lender, the commitment of such Tranche B Revolving
     Lender  to  make  Tranche  B  Revolving  Loans,   expressed  as  an  amount
     representing  the  maximum  principal  amount  of such  Lender's  Tranche B
     Revolving Credit Exposure  hereunder,  as the same may be reduced from time
     to time pursuant to the provisions of this Agreement. The initial amount of
     each Tranche B Revolving  Lender's Tranche B Revolving Credit Commitment is
     set  forth on  Schedule  2.01 (in the case of  Tranche B  Revolving  Credit
     Commitments  in effect on the Effective  Date),  or in the  Assignment  and
     Acceptance  pursuant to which such Lender  shall have assumed its Tranche B
     Revolving  Credit  Commitment,  as applicable.  The aggregate amount of the
     Tranche B Revolving  Lenders' Tranche B Revolving Credit  Commitments as of
     the Effective Date is $325,000,000.



<PAGE>

                                                                            35


          "Tranche B Revolving  Credit Exposure" shall mean, with respect to any
           ------------------------------------
     Tranche  B  Revolving  Lender  at any  time,  the sum of (a) the  aggregate
     principal amount at such time of all outstanding  Tranche B Revolving Loans
     of such Tranche B Revolving  Lender  denominated  in Dollars,  plus (b) the
     Assigned Dollar Value at such time of the aggregate principal amount of all
     outstanding   Alternative  Committed  Currency  Loans  of  such  Tranche  B
     Revolving Lender.

          "Tranche B Revolving  Lender" shall mean a Lender with a commitment to
           ---------------------------
     make  Tranche B  Revolving  Loans or with any  Tranche B  Revolving  Credit
     Exposure, in its capacity as such.

          "Tranche B Revolving Loans" shall mean the revolving loans made by the
           -------------------------
     Tranche B  Revolving  Lenders  pursuant  to the second  sentence of Section
     2.01(a).

          "Transactions"  shall mean the execution,  delivery and performance by
           ------------
     each Loan Party of each of the Loan Documents and the borrowings hereunder.

          "Type", when used in respect of any Loan or Borrowing,  shall refer to
           ----
     the  Rate by  reference  to which  interest  on such  Loan or on the  Loans
     comprising such Borrowing is determined.  For purposes hereof, "Rate" shall
     include the Adjusted LIBO Rate and the Alternate Base Rate.

          "U.K.  Borrower"  shall  mean a Borrower  that is a company  organized
           --------------
     under  the laws of any of the  jurisdictions  of the United Kingdom.

          "Unrefunded  Swingline  Loans" shall have the meaning assigned thereto
           ----------------------------
     in Section 2.04(c).

          "U.S.  Borrowers"  shall mean CCSC and any Borrowers that are Domestic
           ---------------
     Subsidiaries.



<PAGE>


                                                                          36



          "U.S.   Guarantee  Agreement"  means  the  U.S.  Guarantee  Agreement,
           ---------------------------
     substantially  in the form of Exhibit J, made by the Domestic  Subsidiaries
     (other than a Receivables Subsidiary and the Insurance Subsidiary) in favor
     of the Administrative Agent for the benefit of the Secured Parties.

          "U.S.  Loan Parties" means CCSC and the Domestic  Subsidiaries  (other
           ------------------
     than a Receivables Subsidiary and the Insurance Subsidiary).

          "U.S.  Obligations" has the meaning assigned to the term "Obligations"
           -----------------
     in the U.S. Security Agreement.

          "U.S. Pledge Agreement" means the U.S. Pledge Agreement, substantially
           ---------------------
     in the form of Exhibit K, among the U.S.  Loan  Parties and the  Collateral
     Agent for the benefit of the Secured Parties.

          "U.S.   Security   Agreement"  means  the  U.S.  Security   Agreement,
           ---------------------------
     substantially in the form of Exhibit L, among the U.S. Loan Parties and the
     Collateral Agent for the benefit of the Secured Parties.

          "U.S. Security Documents" means the U.S. Security Agreement,  the U.S.
           -----------------------
     Pledge Agreement,  the Mortgages executed by the U.S. Loan Parties and each
     other  security  agreement  or other  instrument  or document  executed and
     delivered  pursuant  to  Section  5.11 or 5.12 to  secure  any of the  U.S.
     Obligations.

          "Weekly   Eurocurrency   Borrowing"  shall  mean  a  Revolving  Credit
           ---------------------------------
     Borrowing comprised of Weekly Eurocurrency Loans.

          "Weekly Eurocurrency Loan" shall have the meaning specified in Section
           ------------------------
     2.01(d).

          "Welfare  Plan"  means a  "welfare  plan",  as such term is defined in
           -------------
     section 3(1) of ERISA.

     SECTION 1.02. Classification of Loans and Borrowings.  For purposes of this
                   --------------------------------------
Agreement,  Loans may be classified and referred to by Class (e.g., a "Revolving
                                                              ----
Loan") or by Type (e.g.,  a  "Eurocurrency  Loan") or by Class and Type (e.g., a
                   ----                                                  ----
"Eurocurrency  Revolving Loan").  Borrowings also may be classified and referred
to by  Class  (e.g.,  a  "Revolving  Credit  Borrowing")  or by  Type  (e.g.,  a
               ----                                                     ----
"Eurocurrency  Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving
                                                 ----
Borrowing").



<PAGE>

                                                                           37


     SECTION 1.03. Terms Generally.  The definitions in Section 1.01 shall apply
                   ---------------
equally to both the singular and plural forms of the terms defined. Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be  followed by the phrase  "without  limitation".  All  references
herein to Articles,  Sections, Exhibits and Schedules shall be deemed references
to Articles  and Sections of, and  Exhibits  and  Schedules  to, this  Agreement
unless the  context  shall  otherwise  require.  Except as  otherwise  expressly
provided herein,  (a) any reference in this Agreement to any Loan Document shall
mean such document as amended, restated, supplemented or otherwise modified from
time to time and (b) all terms of an  accounting  or  financial  nature shall be
construed in  accordance  with GAAP,  as in effect from time to time;  provided,
however,  that  for  purposes  of  determining  compliance  with  the  covenants
contained in Article VI, all accounting  terms herein shall be  interpreted  and
all accounting determinations hereunder shall be made in accordance with GAAP as
in effect on the  Effective  Date and  applied  on a basis  consistent  with the
application used in the financial statements referred to in Section 3.05.


                                   ARTICLE II

                                   The Credits
                                   -----------


     SECTION 2.01. Credit  Commitments.  (a) Subject to the terms and conditions
                   -------------------
hereof,  each Lender severally agrees (i) to make a Term Loan in Dollars to CCSC
on the Effective  Date in a principal  amount not exceeding its Term  Commitment
and (ii) to make Tranche A Revolving Loans in Dollars or one or more Alternative
Committed  Currencies to any of CCSC or any  Subsidiary  Borrower  (other than a
French  Borrower)  from time to time  during  the  Revolving  Credit  Commitment
Period.  Subject to the terms and  conditions  hereof,  each Tranche B Revolving
Lender  severally  agrees to make Tranche B Revolving Loans in Dollars or one or
more Alternative  Committed  Currencies to any French Borrower from time to time
during the Revolving Credit Commitment  Period.  All Loans outstanding under the
Original  Credit  Agreement on the Effective  Date shall be deemed to constitute
Tranche A Revolving Loans hereunder. Amounts repaid in respect of Term Loans may
not be reborrowed.  During the Revolving Credit  Commitment Period each Borrower
may use the Revolving Credit  Commitments by borrowing,  prepaying the Revolving
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions  hereof.  Notwithstanding  anything to the contrary contained in this
Agreement, in no event may Revolving Loans be borrowed under this Article II if,
after giving effect  thereto (and to any  concurrent  repayment or prepayment of
Loans),  (i) the Aggregate  Tranche A Revolving Credit Exposure would exceed the
Total Tranche A Revolving Credit  Commitment then in effect,  (ii) the Aggregate
Tranche B Revolving  Credit  Exposure would exceed the Total Tranche B Revolving
Credit Commitment then in effect,  (iii) the Tranche A Revolving Credit Exposure
of any Tranche A Revolving Lender would exceed such Tranche A Revolving Lender's
Tranche A Revolving  Credit  Commitment,  (iv) the  Tranche B  Revolving  Credit
Exposure of any Tranche B Revolving Lender would exceed such Tranche B Revolving
Lender's Tranche B Revolving Credit Commitment, (v) the Assigned Dollar Value of
all outstanding  Alternative Committed Currency Loans denominated in Euros would
exceed  $1,500,000,000,  (vi)  the  Assigned  Dollar  Value  of all  outstanding
Alternative  Committed  Currency Loans  denominated  in British Pounds  Sterling
would  exceed   $1,000,000,000  or  (vii)  the  Assigned  Dollar  Value  of  all
outstanding Alternative Committed Currency Loans would exceed $1,500,000,000.




<PAGE>

                                                                          38


          (b) The  Revolving  Loans and Term  Loans may from time to time be (i)
     Eurocurrency  Loans  denominated  in Dollars  or (in the case of  Revolving
     Loans) an Alternative  Committed  Currency,  (ii) ABR Loans  denominated in
     Dollars or (iii) a  combination  thereof,  as  determined  by the  relevant
     Borrower  and  notified  to the  Administrative  Agent in  accordance  with
     Sections  2.02 and 2.03;  provided  that no such  Loan  shall be made as or
                               --------
     converted to a  Eurocurrency  Loan after the day that is one month prior to
     the  Revolving  Credit  Maturity  Date or the Term Loan  Maturity  Date, as
     applicable.

          (c) Each Loan (other than a Swingline Loan) shall be made as part of a
     Borrowing  consisting  of  Loans  of the same  Class  and Type  made by the
     Lenders  ratably in accordance  with their  respective  Commitments  of the
     applicable Class. The failure of any Lender to make any Loan required to be
     made by it shall not relieve any other Lender of its obligations hereunder;
     provided  that the  Commitments  of the  Lenders  are several and no Lender
     shall be  responsible  for any  other  Lender's  failure  to make  Loans as
     required.

          (d) A Eurocurrency Loan may have an Interest Period of 1, 2 or 3 weeks
     (a "Weekly Eurocurrency  Loan");  provided that, except with respect to any
         -------------------------     --------
     Loans made on the Effective Date, CCSC shall certify to the  Administrative
     Agent that CCSC reasonably  believes that such Loan,  which is converted or
     continued  pursuant  to  Section  2.03,  or made  pursuant  to a  Borrowing
     Request,  will be repaid in full  pursuant to Section 2.05 on or before the
     end of such  Interest  Period in connection  with (i) a refinancing  of the
     outstanding  balance of such Loan other than pursuant to this  Agreement or
     (ii) the sale of equity  securities of CCSC,  the proceeds of which will be
     used to repay the Loan pursuant to Section 2.05.



<PAGE>

                                                                            39


     SECTION 2.02.  Procedure for Borrowing;  Assigned  Dollar Values.  (a) Each
                    -------------------------------------------------
Borrower  may borrow  under the  Revolving  Credit  Commitments  (subject to the
limitations in Section 2.01(a)) or (in the case of CCSC) the Term Commitments by
giving the  Administrative  Agent notice (a "Borrowing  Request"),  which notice
                                             ------------------
must be received  by the  Administrative  Agent prior to (a) 11:00 a.m.,  London
time, three Business Days prior to the requested  Borrowing Date, in the case of
a Eurocurrency  Borrowing or (b) 10:00 a.m., New York City time, on the Business
Day prior to the  requested  Borrowing  Date,  in the case of an ABR  Borrowing;
provided that any such notice of an ABR  Borrowing to finance the  reimbursement
--------
of an LC  Disbursement as contemplated by Section 2.06(e) may be given not later
than 10:00 a.m., New York City time, on the date of the proposed Borrowing.  The
Borrowing  Request for each  Borrowing  shall  specify (i) whether the requested
Borrowing is to be a Tranche A Revolving Credit Borrowing, a Tranche B Revolving
Credit Borrowing or a Term Borrowing, (ii) the amount to be borrowed as measured
in Dollars,  (iii) the  requested  Borrowing  Date (which must be the  Effective
Date, in the case of a Term  Borrowing),  (iv) whether the Borrowing is to be of
Eurocurrency  Loans or ABR Loans,  (v) if the Borrowing is to be of Eurocurrency
Loans, the length of the initial Interest Period therefor, (vi) if the Borrowing
is to be a Eurocurrency Revolving Borrowing,  whether it is to be denominated in
either  Dollars or a  specified  Alternative  Committed  Currency  and (vii) the
location and number of the relevant  Borrower's account to which funds are to be
disbursed,  which shall comply with the  requirements of this  Agreement.  If no
election as to the Type of Borrowing is specified,  then the Requested Borrowing
shall  be an  ABR  Borrowing  (if  denominated  in  Dollars)  or a  Eurocurrency
Borrowing (if denominated in an Alternative Committed Currency).  If no Interest
Period is specified with respect to any requested Eurocurrency  Borrowing,  then
the Borrower  thereunder  shall be deemed to have selected an Interest Period of
one month's duration.

          (b) Each Borrowing shall be in a minimum aggregate principal amount of
     (i)  $5,000,000 or an integral  multiple of $1,000,000 in excess thereof or
     (ii) in the case of a Revolving  Credit  Borrowing,  if less, the aggregate
     amount of the then  Available  Tranche A Revolving  Credit  Commitments  or
     Available Tranche B Revolving Credit Commitments, as applicable. Subject to
     Section  2.13,  Revolving  Loans  specified  as  an  Alternative  Committed
     Currency  Borrowing  shall be made in the  Alternative  Committed  Currency
     specified in the applicable  Borrowing Request in an aggregate amount equal
     to the Dollar  Equivalent of the Dollar amount  specified in such Borrowing
     Request  (as  determined  by  the  Administrative   Agent  based  upon  the
     applicable  Spot  Exchange  Rate  as of  the  Denomination  Date  for  such
     Borrowing (which determination shall be conclusive absent manifest error));
     provided,  however,  that for purposes of clauses (i) and (ii) above,  each
     --------   -------
     Alternative  Committed  Currency  Loan shall be deemed to be in a principal
     amount equal to its Assigned Dollar Value.



<PAGE>


                                                                           40



          (c) With respect to each  Alternative  Committed  Currency  Loan,  its
     "Assigned Dollar Value" shall mean the following:
      ---------------------

               (i)  the  Dollar   Equivalent   thereof  (as  determined  by  the
          Administrative  Agent based upon the applicable  Spot Exchange Rate as
          of the Denomination Date for such Loan (which  determination  shall be
          conclusive  absent manifest error)) unless and until adjusted pursuant
          to the following clause (ii), and

               (ii) if, as of any  Revaluation  Date,  the Dollar  Equivalent of
          such  Alternative  Committed  Currency  Loan  (as  determined  by  the
          Administrative  Agent based upon the applicable  Spot Exchange Rate as
          of the date that is three Business Days before such  Revaluation  Date
          (which determination shall be conclusive absent manifest error)) would
          be at least 5% more,  or 5% less,  than the  "Assigned  Dollar  Value"
          thereof  at the time,  then on and  after  such  Revaluation  Date the
          "Assigned  Dollar  Value" of such  Loan  shall be  adjusted  to be the
          Dollar Equivalent  thereof  determined based on the Spot Exchange Rate
          that gave rise to such  adjustment  (subject to further  adjustment in
          accordance  with this clause (ii)  thereafter).  The  Assigned  Dollar
          Value of an Alternative  Committed  Currency Borrowing shall equal the
          aggregate Assigned Dollar Value of each Alternative Committed Currency
          Loan included in such Borrowing plus the aggregate principal amount of
          any Loans denominated in Dollars included in such Borrowing.



<PAGE>

                                                                           41


          (d)  Upon  receipt  of a  Borrowing  Request  from any  Borrower,  the
     Administrative  Agent shall promptly notify each  applicable  Lender of the
     requested currency and aggregate amount (in both the requested currency and
     Dollars)  of such  Borrowing  and of the  amount  (in  both  the  requested
     currency and Dollars) of such  Lender's  pro rata  portion  thereof,  which
     shall be based on the  respective  Available  Tranche  A  Revolving  Credit
     Commitments of all the Tranche A Revolving Lenders or the Available Tranche
     B Revolving Credit Commitments of all the Tranche B Revolving  Lenders,  as
     applicable  (in  the  case  of  a  Revolving  Credit   Borrowing)  or  Term
     Commitments (in the case of a Term Borrowing),  as applicable.  Each Lender
     will  make  the  amount  of its pro rata  portion  of each  such  Borrowing
     available  to the  Administrative  Agent for the  account  of the  relevant
     Borrower at (i) in the case of an Alternative Committed Currency Borrowing,
     the office of the  Administrative  Agent specified from time to time by the
     Administrative  Agent as the place for  payments in Euro or British  Pounds
     Sterling,  as applicable,  in each case prior to 11:00 a.m.,  local time in
     the place of payment,  and (ii) in the case of a Borrowing  denominated  in
     Dollars,  the New York  office of the  Administrative  Agent  specified  in
     Section  10.01 prior to 10:00 a.m.,  New York City time,  on the  Borrowing
     Date  requested  by such  Borrower in funds  immediately  available  to the
     Administrative  Agent  and,  subject to Section  2.13,  denominated  in the
     requested  currency.  Amounts so received by the Administrative  Agent will
     promptly be made available to the relevant  Borrower by the  Administrative
     Agent  crediting  the account of such  Borrower on the books of such office
     with the  aggregate  of the amounts made  available  to the  Administrative
     Agent by the Lenders  and in like funds as  received by the  Administrative
     Agent;  provided  that (i)  proceeds  of Term Loans shall be applied by the
             --------
     Administrative  Agent on the Effective Date to repay outstanding  Revolving
     Loans and (ii) if on the Borrowing  Date of any Revolving  Loans to be made
     to  any  Borrower,  any  Swingline  Loans  made  to  such  Borrower  or  LC
     Disbursements  for the account of such Borrower shall be then  outstanding,
     the proceeds of such Revolving  Loans shall first be applied to pay in full
     such Swingline Loans or LC Disbursements, with any remaining proceeds to be
     made available to such Borrower as provided above and provided further that
                                                           ----------------
     ABR Revolving Loans made to finance the reimbursement of an LC Disbursement
     as provided  in Section  2.06(e)  shall be  remitted by the  Administrative
     Agent to the Issuing Bank.

     SECTION  2.03.  Conversion  and  Continuation  Options for Loans.  (a) Each
                     ------------------------------------------------
Borrower  may  elect  from  time to  time  to  convert  (i)  Eurocurrency  Loans
denominated in Dollars to ABR Loans,  by giving the  Administrative  Agent prior
notice of such  election not later than 10:00 a.m.,  New York City time,  on the
Business Day prior to a requested  conversion or (ii) ABR Loans to  Eurocurrency
Loans by giving the Administrative Agent prior notice of such election not later
than  11:00  a.m.,  London  time,  three  Business  Days  prior  to a  requested
conversion;  provided that if any such conversion of Eurocurrency  Loans is made
             --------
other than on the last day of an Interest  Period  with  respect  thereto,  such
Borrower shall pay any amounts due to the Lenders  pursuant to Section 2.18 as a
result of such conversion.  Any such notice of conversion to Eurocurrency  Loans
shall  specify the length of the  initial  Interest  Period or Interest  Periods
therefor.  Upon  receipt  of any such  notice  the  Administrative  Agent  shall
promptly  notify  each  Lender  thereof.  All or  any  part  of the  outstanding
Eurocurrency  Loans or ABR Loans may be converted as provided  herein;  provided
                                                                        --------
that (i) no Loan may be  converted  into a  Eurocurrency  Loan when any Event of
Default has  occurred  and is  continuing  and the  Administrative  Agent or the
Required  Lenders have  determined that such a conversion is not appropriate and
(ii) no Loan may be converted  into a  Eurocurrency  Loan after the date that is
one month prior to the Revolving  Credit Maturity Date or the Term Loan Maturity
Date, as applicable.  Notwithstanding the foregoing, a Borrower may not elect to
convert the currency in which any Loan is denominated;  however,  subject to the
terms of  Section  2.01 and  Section  2.04,  a  Borrower  may  elect to prepay a
Revolving  Loan and  refinance  the  amount of such  Revolving  Loan in  another
permitted currency.



<PAGE>

                                                                            42


          (b)  Any  Eurocurrency  Loans  may  be  continued  as  such  upon  the
     expiration of the then current  Interest Period with respect thereto by the
     relevant  Borrower  giving prior notice to the  Administrative  Agent,  not
     later  than  11:00  a.m.,  London  time,  three  Business  Days  prior to a
     requested continuation setting forth the length of the next Interest Period
     to be applicable to such Loans;  provided that no Eurocurrency  Loan may be
                                      --------
     continued  as such (i)  when  any  Event of  Default  has  occurred  and is
     continuing  and the  Administrative  Agent  or the  Required  Lenders  have
     determined that such a continuation is not appropriate, (ii) after the date
     that is one month prior to the Revolving  Credit  Maturity Date or the Term
     Loan Maturity Date, as applicable or (iii) if, after giving effect thereto,
     Section  2.04 would be  contravened;  and  provided  further,  that if such
                                                -----------------
     Borrower shall fail to give any required  notice as described above in this
     Section  2.03 or if such  continuation  is not  permitted  pursuant  to the
     preceding proviso (or clause (ii) of the preceding proviso,  in the case of
     Alternative  Committed Currency Loans), then (A) in the case of Alternative
     Committed  Currency Loans, such Loans shall continue as Eurocurrency  Loans
     bearing  interest at a rate  determined  by reference to the Adjusted  LIBO
     Rate with an Interest Period of one month commencing on the last day of the
     then current  Interest  Period or (B) in the case of Loans  denominated  in
     Dollars,  such Loans shall be  automatically  converted to ABR Loans on the
     last  day of  such  then  expiring  Interest  Period  (in  which  case  the
     Administrative Agent shall notify CCSC of such conversion).

          (c) This Section shall not apply to Swingline Loans.


<PAGE>

                                                                           43



     SECTION  2.04.  Swingline  Loans.  (a) Subject to the terms and  conditions
                     ----------------
hereof,  the  Swingline  Lender  agrees  to  make  swingline  loans  in  Dollars
(individually,  a "Swingline Loan" and collectively,  the "Swingline  Loans") to
                   --------------                          ----------------
any  Borrower  (other  than a French  Borrower)  from  time to time  during  the
Revolving Credit  Commitment  Period in accordance with the procedures set forth
in this Section 2.04,  provided,  that (i) the aggregate principal amount of all
                       --------
Swingline Loans shall not exceed  $25,000,000 at any one time outstanding,  (ii)
the  principal  amount of any  borrowing of  Swingline  Loans may not exceed the
aggregate amount of the Available Tranche A Revolving Credit  Commitments of all
Tranche A Revolving Lenders immediately prior to such borrowing or result in the
Aggregate  Tranche A Revolving  Credit Exposure then  outstanding  exceeding the
Total Tranche A Revolving  Credit  Commitments  then in effect,  and (iii) in no
event may  Swingline  Loans be borrowed  hereunder if (x) an Event of Default or
Event of Termination shall have occurred and be continuing and (y) such Event of
Default  or Event of  Termination  shall  not have  been  subsequently  cured or
waived.  Amounts borrowed by any Swingline  Borrower under this Section 2.04 may
be  repaid  and,  up to  but  excluding  the  Revolving  Credit  Maturity  Date,
reborrowed.  All Swingline  Loans shall at all times be ABR Loans.  The relevant
Swingline Borrower shall give the  Administrative  Agent notice of any Swingline
Loan requested  hereunder  (which notice must be received by the  Administrative
Agent prior to 12:00 noon, New York City time, on the requested  Borrowing Date)
specifying (A) the amount to be borrowed,  and (B) the requested Borrowing Date.
Upon receipt of such notice, the Administrative  Agent shall promptly notify the
Swingline Lender of the aggregate amount of such borrowing.  Not later than 3:00
p.m.,  New York City time,  on the Borrowing  Date  specified in such notice the
Swingline Lender shall make such Swingline Loan available to the  Administrative
Agent for the account of the  relevant  Swingline  Borrower at the office of the
Administrative  Agent set forth in Section 10.01 in funds immediately  available
to the Administrative  Agent.  Amounts so received by the  Administrative  Agent
will  promptly  be made  available  to the  relevant  Swingline  Borrower by the
Administrative  Agent  crediting the account of such  Swingline  Borrower on the
books of such office with the amount made available to the Administrative  Agent
by the Swingline Lender (or, in the case of a Swingline Loan made to finance the
reimbursement  of  an  LC  Disbursement  as  provided  in  Section  2.06(e),  by
remittance  to  the  Issuing  Bank)  and  in  like  funds  as  received  by  the
Administrative Agent. Each borrowing pursuant to this Section 2.04 shall be in a
minimum  principal  amount of $1,000,000 or an integral  multiple of $100,000 in
excess thereof.



<PAGE>

                                                                            44


          (b) Notwithstanding the occurrence of any Event of Default or Event of
     Termination or  noncompliance  with the  conditions  precedent set forth in
     Article IV or the minimum  borrowing  amounts specified in Section 2.02, if
     any Swingline  Loan shall remain  outstanding  at 10:00 a.m., New York City
     time, on the fifth Business Day following the Borrowing Date thereof and if
     by such time on such fifth Business Day the Administrative Agent shall have
     received  neither  (i) a notice  of  borrowing  delivered  by the  relevant
     Swingline Borrower pursuant to Section 2.02 requesting that Revolving Loans
     be made pursuant to Section 2.01 on the immediately succeeding Business Day
     in an  amount  at least  equal to the  aggregate  principal  amount of such
     Swingline   Loan,   nor  (ii)  any  other   notice   satisfactory   to  the
     Administrative  Agent indicating such Swingline  Borrower's intent to repay
     such Swingline Loan on the immediately  succeeding  Business Day with funds
     obtained from other sources,  the  Administrative  Agent shall be deemed to
     have  received a notice from such  Swingline  Borrower  pursuant to Section
     2.02  requesting  that ABR Revolving Loans be made pursuant to Section 2.01
     on such  immediately  succeeding  Business  Day in an  amount  equal to the
     amount of such Swingline Loan, and the procedures set forth in Section 2.02
     shall be followed in making such ABR Revolving  Loans,  provided,  that for
                                                             --------
     the purposes of determining  each Lender's Pro Rata Percentage with respect
     to such  Borrowing,  the  Swingline  Loan to be repaid with the proceeds of
     such borrowing shall be deemed to not be outstanding.  The proceeds of such
     ABR Revolving Loans shall be applied to repay such Swingline Loan.

          (c) If, for any reason,  ABR  Revolving  Loans may not be, or are not,
     made  pursuant to paragraph (b) of this Section 2.04 to repay any Swingline
     Loan  as  required  by such  paragraph,  effective  on the  date  such  ABR
     Revolving  Loans would  otherwise have been made,  each Tranche A Revolving
     Lender  severally,  unconditionally  and irrevocably  agrees that it shall,
     without regard to the occurrence of any Default,  purchase a  participating
     interest in such Swingline Loan ("Unrefunded  Swingline Loan") in an amount
                                       --------------------------
     equal to the amount of the ABR Revolving  Loan which would  otherwise  have
     been made by such Lender  pursuant to paragraph  (b) of this Section  2.04.
     Each  Tranche  A  Revolving  Lender  will   immediately   transfer  to  the
     Administrative  Agent, in immediately  available  funds,  the amount of its
     participation, and the proceeds of such participations shall be distributed
     by the  Administrative  Agent to the Swingline Lender.  All payments by the
     Tranche A Revolving  Lenders in respect of Unrefunded  Swingline  Loans and
     participations therein shall be made in accordance with Section 2.14.



<PAGE>

                                                                           45



          (d)  Notwithstanding  the  foregoing,  a  Lender  shall  not  have any
     obligation to acquire a  participation  in a Swingline Loan pursuant to the
     foregoing  paragraphs if an Event of Default or Event of Termination  shall
     have occurred and be continuing  at the time such  Swingline  Loan was made
     and such Lender shall have  notified the  Swingline  Lender in writing,  at
     least one Business Day prior to the time such Swingline Loan was made, that
     such Event of Default or such Event of  Termination  has  occurred and that
     such Lender will not acquire  participations  in Swingline Loans made while
     such Event of Default or such Event of Termination is continuing.

     SECTION 2.05.  Prepayments of Loans.  (a) Each Borrower may at any time and
                    --------------------
from time to time prepay the Loans (subject,  in the case of Eurocurrency  Loans
to  compliance  with the terms of Section  2.18),  in whole or in part,  without
premium or penalty,  upon  irrevocable  notice to the  Administrative  Agent not
later than (x) in the case of an  Alternative  Committed  Currency  Loan,  12:00
noon, London time, three Business Days prior to the date of such prepayment, and
(y) in the case of a Loan  denominated  in Dollars,  12:00  noon,  New York City
time, two Business Days prior to the date of such prepayment, specifying (i) the
date and amount of prepayment, (ii) the Class of Loans to be prepaid and whether
the prepayment is of Eurocurrency  Loans,  ABR Loans,  or a combination  thereof
(including  in the case of  Eurocurrency  Loans,  the  Borrowing  to which  such
prepayment  is to be  applied  and,  if of a  combination  thereof,  the  amount
allocable to each),  provided that notice of any  prepayment of Swingline  Loans
                     --------
may be delivered to the Administrative Agent as late as, but no later than, 1:00
p.m., New York City time, on the date of such prepayment,  and (iii) whether the
prepayment is of Alternative  Committed Currency Loans. Upon receipt of any such
notice the  Administrative  Agent shall  promptly  notify each  relevant  Lender
thereof.  If any such notice is given, the amount specified in such notice shall
be due and payable on the date specified therein, together with accrued interest
to such date on the amount  prepaid.  Partial  prepayments  of Loans (other than
Swingline Loans) shall be in an aggregate principal amount of $5,000,000 (or the
equivalent  based upon Assigned Dollar Values) or a whole multiple of $1,000,000
(or the equivalent  based upon Assigned Dollar Values) in excess thereof (or, if
less, the remaining outstanding  principal amount thereof).  Partial prepayments
of Swingline Loans shall be in an aggregate  principal amount of $1,000,000 or a
whole  multiple of  $100,000  in excess  thereof  (or,  if less,  the  remaining
outstanding principal amount thereof).



<PAGE>

                                                                           46


          (b) In the event and on such occasion that (i) the Aggregate Tranche A
     Revolving  Credit  Exposure  exceeds the Total  Tranche A Revolving  Credit
     Commitment,  CCSC  shall  prepay,  or cause  one or more of the  Subsidiary
     Borrowers to prepay,  Tranche A Revolving  Credit  Borrowings  or Swingline
     Borrowings  (or,  if no  such  Borrowings  are  outstanding,  deposit  cash
     collateral in an account with the Administrative  Agent pursuant to Section
     2.06(j)) in an aggregate  amount equal to such excess or (ii) the Aggregate
     Tranche B Revolving  Credit Exposure  exceeds the Total Tranche B Revolving
     Credit Commitment,  CCSC shall cause one or more of the French Borrowers to
     prepay Tranche B Revolving  Credit  Borrowings in an aggregate amount equal
     to such excess.

          (c) In the event  that as of any  Revaluation  Date in  respect  of an
     Alternative  Committed Currency Borrowing the Assigned Dollar Value thereof
     shall either increase or decrease, then (i) on or prior to such Revaluation
     Date, the Administrative  Agent shall notify CCSC and the Revolving Lenders
     of the  amount  of  increase  or  decrease  and  the  sum of the  resulting
     Aggregate  Tranche A Revolving  Credit Exposure or the Aggregate  Tranche B
     Revolving  Credit  Exposure  and  (ii) in the case of an  increase,  if the
     resulting  Aggregate  Tranche A  Revolving  Credit  Exposure  or  Aggregate
     Tranche B  Revolving  Credit  Exposure  would  exceed  the Total  Tranche A
     Revolving  Credit  Commitment  or the  Total  Tranche  B  Revolving  Credit
     Commitment, as applicable,  after giving effect to such increase, then CCSC
     shall, on the date such increase  becomes  effective,  either (A) cause the
     Borrower in respect of such  Alternative  Committed  Currency  Borrowing to
     repay or prepay a portion  thereof  in an amount  sufficient  to reduce the
     Assigned  Dollar Value of such Borrowing to an amount equal to the Assigned
     Dollar Value thereof before giving effect to such increase or (B) otherwise
     prepay or cause to be prepaid  Tranche A or Tranche B Revolving  Loans,  as
     applicable,  in an amount  sufficient  to reduce  the  Aggregate  Tranche A
     Revolving Credit Exposure or Aggregate Tranche B Revolving Credit Exposure,
     as applicable, after giving effect to such increase, to an amount less than
     or equal to the Total  Tranche A Revolving  Credit  Commitment or the Total
     Tranche B Revolving Credit Commitment, as applicable.

          (d) In the event and on each  occasion  that any Net Cash Proceeds are
     received  by or on  behalf  of CCSC or any  Subsidiary  in  respect  of any
     Prepayment Event, CCSC shall,  immediately after such Net Cash Proceeds are
     received prepay Term Borrowings in an aggregate  amount equal to (i) in the
     case of a  Prepayment  Event  described  in  clause  (a) of the  definition
     thereof the Asset Sale Prepayment Percentage (as defined below) of such Net
     Cash Proceeds and (ii) in the case of all other Prepayment Events,  100% of
     such Net Cash Proceeds.  "Asset Sale Prepayment Percentage" means (1) 100%,
                               --------------------------------
     until  there  are no  Term  Loans  outstanding  and  the  Revolving  Credit
     Commitments have been reduced to  $2,400,000,000,(2)  0% thereafter,  until
     the total amount of Net Cash  Proceeds  received  thereafter  in respect of
     Prepayment  Events described in clause (a) of the definition of "Prepayment
     Event" equals the Term Loan Reduction Amount, and (3) 50% thereafter. "Term
     Loan Reduction  Amount" means the aggregate  principal  amount of Term Loan
     repayments and prepayments made by the Borrower but excluding the aggregate
     principal  amount of mandatory  prepayments  made  pursuant to this Section
     2.05(d).



<PAGE>

                                                                           47


     SECTION  2.06.  Letters of Credit.  (a)  General.  Subject to the terms and
                     -----------------        -------
conditions  set forth herein,  any Borrower  (other than a French  Borrower) may
request  the  issuance  of  Letters  of Credit  for its own  account,  in a form
reasonably  acceptable to the Administrative  Agent and the Issuing Bank, at any
time and from time to time during the Revolving Credit Commitment Period. In the
event of any  inconsistency  between the terms and  conditions of this Agreement
and the terms and  conditions  of any form of  letter of credit  application  or
other agreement  submitted by such Borrower to, or entered into by such Borrower
with,  the  Issuing  Bank  relating  to any  Letter  of  Credit,  the  terms and
conditions  of this  Agreement  shall  control.  Each Letter of Credit  shall be
denominated in Dollars.

          (b)  Notice  of  Issuance,   Amendment,  Renewal,  Extension;  Certain
               -----------------------------------------------------------------
     Conditions.  To  request  the  issuance  of a  Letter  of  Credit  (or  the
     ----------
     amendment,  renewal or extension of an outstanding  Letter of Credit),  the
     applicable  Borrower  shall  hand  deliver  or  telecopy  (or  transmit  by
     electronic  communication,  if arrangements for doing so have been approved
     by the  Issuing  Bank) to the  Issuing  Bank and the  Administrative  Agent
     (reasonably  in  advance  of the  requested  date of  issuance,  amendment,
     renewal or  extension)  a notice  requesting  the  issuance  of a Letter of
     Credit,  or  identifying  the  Letter of Credit to be  amended,  renewed or
     extended,  and  specifying  the date of  issuance,  amendment,  renewal  or
     extension (which shall be a Business Day), the date on which such Letter of
     Credit  is to  expire  (which  shall  comply  with  paragraph  (c) of  this
     Section),  the amount of such Letter of Credit, the name and address of the
     beneficiary  thereof and such other  information  as shall be  necessary to
     prepare,  amend, renew or extend such Letter of Credit. If requested by the
     Issuing Bank, the applicable  Borrower also shall submit a letter of credit
     application  on the Issuing  Bank's  standard form in  connection  with any
     request  for a Letter  of  Credit.  A Letter  of  Credit  shall be  issued,
     amended, renewed or extended only if (and upon issuance, amendment, renewal
     or  extension  of each Letter of Credit the  applicable  Borrower  shall be
     deemed  to  represent  and  warrant  that),  after  giving  effect  to such
     issuance,  amendment,  renewal or extension  (i) the LC Exposure  shall not
     exceed  $300,000,000  and (ii) the  Aggregate  Tranche A  Revolving  Credit
     Exposure shall not exceed the Total Tranche A Revolving Credit  Commitment.
     With  respect  to any  Letter  of Credit  which  contains  any  "evergreen"
     automatic  renewal  provision,  the  Issuing  Bank  shall be deemed to have
     consented  to any  such  extension  or  renewal  provided  that  all of the
     requirements  of this  Section  2.06  are met and no  Default  or  Event of
     Default exists.



<PAGE>

                                                                           48



          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
              ---------------
     the close of  business  on the  earlier  of (i) the date one year after the
     date of the  issuance  of such  Letter  of Credit  (or,  in the case of any
     renewal or extension thereof, one year after such renewal or extension) and
     (ii) the date that is five  Business  Days  prior to the  Revolving  Credit
     Maturity Date.

          (d)  Participations.  By the  issuance  of a Letter of  Credit  (or an
               --------------
     amendment to a Letter of Credit  increasing the amount thereof) and without
     any further  action on the part of the  Issuing  Bank or the  Lenders,  the
     Issuing  Bank hereby  grants to each Tranche A Revolving  Lender,  and each
     Tranche A  Revolving  Lender  hereby  acquires  from the  Issuing  Bank,  a
     participation  in such Letter of Credit equal to such  Lender's  Commitment
     Percentage of the aggregate  amount available to be drawn under such Letter
     of Credit.  In  consideration  and in furtherance  of the  foregoing,  each
     Tranche A Revolving Lender hereby absolutely and unconditionally  agrees to
     pay to the Administrative  Agent, for the account of the Issuing Bank, such
     Lender's Commitment  Percentage of each LC Disbursement made by the Issuing
     Bank  and not  reimbursed  by the  applicable  Borrower  on the date due as
     provided in paragraph (e) of this Section, or of any reimbursement  payment
     required to be refunded to the  applicable  Borrower  for any reason.  Each
     Tranche A Revolving  Lender  acknowledges and agrees that its obligation to
     acquire participations  pursuant to this paragraph in respect of Letters of
     Credit is  absolute  and  unconditional  and shall not be  affected  by any
     circumstance whatsoever,  including any amendment,  renewal or extension of
     any  Letter of Credit or the  occurrence  and  continuance  of a Default or
     reduction or termination of the Revolving Credit Commitments, and that each
     such payment shall be made without any offset,  abatement,  withholding  or
     reduction whatsoever.



<PAGE>

                                                                            49


          (e) Reimbursement.  If the Issuing Bank shall make any LC Disbursement
     in respect of a Letter of Credit,  the applicable  Borrower shall reimburse
     such LC Disbursement by paying to the Administrative  Agent an amount equal
     to such LC  Disbursement  not later than 12:00 noon, New York City time, on
     the date that such LC  Disbursement  is made,  if the  applicable  Borrower
     shall have received notice of such LC Disbursement prior to 10:00 a.m., New
     York City time,  on such date,  or, if such notice has not been received by
     the  applicable  Borrower  prior to such time on such date,  then not later
     than 12:00  noon,  New York City  time,  on (i) the  Business  Day that the
     applicable  Borrower receives such notice, if such notice is received prior
     to 10:00  a.m.,  New York City  time,  on the day of  receipt,  or (ii) the
     Business Day  immediately  following the day that the  applicable  Borrower
     receives such notice,  if such notice is not received prior to such time on
     the day of receipt;  provided that the applicable  Borrower may, subject to
                          --------
     the  conditions to borrowing set forth herein,  request in accordance  with
     Section  2.02 or 2.04 that such payment be financed  with an ABR  Revolving
     Borrowing or Swingline  Loan in an equivalent  amount and, to the extent so
     financed,  such  Borrower's  obligation  to  make  such  payment  shall  be
     discharged  and  replaced  by the  resulting  ABR  Revolving  Borrowing  or
     Swingline Loan. If the applicable  Borrower fails to make such payment when
     due, the Administrative  Agent shall notify each Tranche A Revolving Lender
     of the applicable LC Disbursement,  the payment then due from such Borrower
     in  respect  thereof  and  such  Lender's  Commitment  Percentage  thereof.
     Promptly following receipt of such notice,  each Tranche A Revolving Lender
     shall pay to the  Administrative  Agent its  Commitment  Percentage  of the
     payment  then due from  the  applicable  Borrower,  in the same  manner  as
     provided  in Section  2.02 with  respect to Loans made by such  Lender (and
     Section 2.02 shall apply,  mutatis mutandis,  to the payment obligations of
                                ----------------
     the  Tranche A  Revolving  Lenders),  and the  Administrative  Agent  shall
     promptly  pay to the  Issuing  Bank the  amounts so received by it from the
     Tranche  A   Revolving   Lenders.   Promptly   following   receipt  by  the
     Administrative  Agent of any payment from the applicable  Borrower pursuant
     to this paragraph,  the Administrative  Agent shall distribute such payment
     to the Issuing Bank or, to the extent that Tranche A Revolving Lenders have
     made  payments  pursuant to this  paragraph to reimburse  the Issuing Bank,
     then to such  Lenders and the Issuing Bank as their  interests  may appear.
     Any payment made by a Tranche A Revolving Lender pursuant to this paragraph
     to  reimburse  the  Issuing  Bank for any LC  Disbursement  (other than the
     funding of ABR Revolving Loans or a Swingline Loan as  contemplated  above)
     shall not constitute a Loan and shall not relieve the  applicable  Borrower
     of its obligation to reimburse such LC Disbursement.



<PAGE>

                                                                           50


          (f)  Obligations  Absolute.  The applicable  Borrower's  obligation to
               ---------------------
     reimburse LC  Disbursements  as provided in  paragraph  (e) of this Section
     shall be absolute,  unconditional  and irrevocable,  and shall be performed
     strictly in accordance  with the terms of this Agreement  under any and all
     circumstances  whatsoever and  irrespective  of (i) any lack of validity or
     enforceability  of any Letter of Credit or this  Agreement,  or any term or
     provision  therein,  (ii) any  draft or other  document  presented  under a
     Letter of Credit proving to be forged, fraudulent or invalid in any respect
     or any statement  therein being untrue or inaccurate in any respect,  (iii)
     payment by the Issuing Bank under a Letter of Credit  against  presentation
     of a draft or other  document  that does not comply  with the terms of such
     Letter of  Credit,  or (iv) any  other  event or  circumstance  whatsoever,
     whether or not similar to any of the  foregoing,  that  might,  but for the
     provisions of this Section,  constitute a legal or equitable  discharge of,
     or  provide  a  right  of  setoff  against,  such  Borrower's   obligations
     hereunder.  Neither the  Administrative  Agent, the Lenders nor the Issuing
     Bank,  nor any of  their  Related  Parties,  shall  have any  liability  or
     responsibility  by reason of or in connection with the issuance or transfer
     of any  Letter of Credit or any  payment  or  failure  to make any  payment
     thereunder  (irrespective  of any of the  circumstances  referred to in the
     preceding sentence), or any error, omission, interruption, loss or delay in
     transmission or delivery of any draft,  notice or other communication under
     or relating to any Letter of Credit  (including  any  document  required to
     make a drawing thereunder),  any error in interpretation of technical terms
     or any  consequence  arising from causes  beyond the control of the Issuing
     Bank;  provided  that the  foregoing  shall not be  construed to excuse the
            --------
     Issuing Bank from  liability  to such  Borrower to the extent of any direct
     damages (as opposed to  consequential  damages,  claims in respect of which
     are hereby  waived by such  Borrower to the extent  permitted by applicable
     law)  suffered  by such  Borrower  that are  caused by the  Issuing  Bank's
     failure  to  exercise  care  when  determining  whether  drafts  and  other
     documents presented under a Letter of Credit comply with the terms thereof.
     The parties hereto expressly agree that, in the absence of gross negligence
     or wilful misconduct on the part of the Issuing Bank (as finally determined
     by a court of competent jurisdiction),  the Issuing Bank shall be deemed to
     have  exercised  care in each such  determination.  In  furtherance  of the
     foregoing and without  limiting the generality  thereof,  the parties agree
     that, with respect to documents  presented which appear on their face to be
     in substantial compliance with the terms of a Letter of Credit, the Issuing
     Bank may, in its sole discretion,  either accept and make payment upon such
     documents without responsibility for further  investigation,  regardless of
     any notice or  information  to the  contrary,  or refuse to accept and make
     payment upon such documents if such documents are not in strict  compliance
     with the terms of such Letter of Credit.



<PAGE>

                                                                           51


          (g)  Disbursement   Procedures.   The  Issuing  Bank  shall,  promptly
               -------------------------
     following  its  receipt  thereof,   examine  all  documents  purporting  to
     represent a demand for payment  under a Letter of Credit.  The Issuing Bank
     shall promptly notify the Administrative  Agent and the applicable Borrower
     by telephone (confirmed by telecopy) of such demand for payment and whether
     the  Issuing  Bank has  made or will  make an LC  Disbursement  thereunder;
     provided  that any failure to give or delay in giving such notice shall not
     --------
     relieve such  Borrower of its  obligation to reimburse the Issuing Bank and
     the Tranche A Revolving Lenders with respect to any such LC Disbursement.

          (h)  Interim  Interest.   If  the  Issuing  Bank  shall  make  any  LC
               -----------------
     Disbursement,  then, unless the applicable Borrower shall reimburse such LC
     Disbursement  in full on the date such LC  Disbursement is made, the unpaid
     amount  thereof  shall bear  interest,  for each day from and including the
     date  such LC  Disbursement  is made to but  excluding  the  date  that the
     applicable Borrower reimburses such LC Disbursement,  at the rate per annum
     then  applicable to ABR Revolving  Loans;  provided  that, if such Borrower
                                                --------
     fails to reimburse such LC Disbursement  when due pursuant to paragraph (e)
     of this  Section,  then  Section  2.09(c)  shall  apply.  Interest  accrued
     pursuant to this  paragraph  shall be for the account of the Issuing  Bank,
     except  that  interest  accrued  on and  after the date of  payment  by any
     Tranche A Revolving  Lender  pursuant to  paragraph  (e) of this Section to
     reimburse  the Issuing  Bank shall be for the account of such Lender to the
     extent of such payment.

          (i)  Replacement of the Issuing Bank. The Issuing Bank may be replaced
               -------------------------------
     at any time by written agreement among CCSC, the Administrative  Agent, the
     replaced  Issuing Bank and the successor  Issuing Bank. The  Administrative
     Agent shall notify the Lenders of any such replacement of the Issuing Bank.
     At the time any such replacement shall become effective, CCSC shall pay all
     unpaid fees accrued for the account of the replaced  Issuing Bank  pursuant
     to  Section  2.11(b).  From  and  after  the  effective  date  of any  such
     replacement,  (i) the successor  Issuing Bank shall have all the rights and
     obligations  of the  Issuing  Bank under  this  Agreement  with  respect to
     Letters of Credit to be issued thereafter and (ii) references herein to the
     term  "Issuing  Bank" shall be deemed to refer to such  successor or to any
     previous Issuing Bank, or to such successor and all previous Issuing Banks,
     as the context  shall  require.  After the  replacement  of an Issuing Bank
     hereunder,  the replaced Issuing Bank shall remain a party hereto and shall
     continue to have all the rights and  obligations  of an Issuing  Bank under
     this Agreement with respect to Letters of Credit issued by it prior to such
     replacement,  but shall not be  required  to issue  additional  Letters  of
     Credit.



<PAGE>

                                                                           52


          (j) Cash Collateralization. If any Event of Default shall occur and be
     continuing,  on the  Business  Day  that  CCSC  receives  notice  from  the
     Administrative  Agent or the  Required  Lenders (or, if the maturity of the
     Loans has been  accelerated,  Tranche A Revolving  Lenders with LC Exposure
     representing  greater  than 50% of the  total LC  Exposure)  demanding  the
     deposit of cash collateral  pursuant to this paragraph,  CCSC shall deposit
     in  an  account  with  the  Administrative   Agent,  in  the  name  of  the
     Administrative  Agent and for the benefit of the Lenders, an amount in cash
     equal to the LC  Exposure  as of such  date  plus any  accrued  and  unpaid
     interest  thereon;  provided  that the  obligation  to  deposit  such  cash
                         --------
     collateral  shall become  effective  immediately,  and such  deposit  shall
     become  immediately due and payable,  without demand or other notice of any
     kind,  upon the  occurrence  of any Event of  Default  with  respect to any
     Borrower  described in clause (i) of Section 7.01.  Each such deposit shall
     be held by the  Administrative  Agent as  collateral  for the  payment  and
     performance of the obligations of CCSC under this Agreement and CCSC hereby
     grants the Administrative Agent a security interest in respect of each such
     deposit and the account in which such deposits are held. The Administrative
     Agent shall have  exclusive  dominion and control,  including the exclusive
     right of withdrawal,  over such account.  Other than any interest earned on
     the investment of such  deposits,  which  investments  shall be made at the
     option and sole discretion of the  Administrative  Agent and at CCSC's risk
     and expense, such deposits shall not bear interest. Interest or profits, if
     any, on such investments  shall accumulate in such account.  Moneys in such
     account  shall be  applied by the  Administrative  Agent to  reimburse  the
     Issuing Bank for LC Disbursements for which it has not been reimbursed and,
     to the extent not so  applied,  shall be held for the  satisfaction  of the
     reimbursement  obligations  of CCSC for the LC Exposure at such time or, if
     the maturity of the Loans has been  accelerated (but subject to the consent
     of Tranche A Revolving Lenders with LC Exposure  representing  greater than
     50% of the total LC Exposure),  be applied to satisfy other  obligations of
     the  Borrowers  under this  Agreement.  If CCSC is  required  to provide an
     amount of cash  collateral  hereunder as a result of the  occurrence  of an
     Event of  Default,  such  amount (to the extent not  applied as  aforesaid)
     shall be returned to CCSC within  three  Business  Days after all Events of
     Default have been cured or waived.

                  SECTION 2.07.  [Reserved]



<PAGE>

                                                                           53


     SECTION  2.08.  Repayment  of Loans;  Evidence of Debt.  (a) Each  Borrower
                     --------------------------------------
hereby  unconditionally  promises  to pay to the  Administrative  Agent  for the
account of the relevant  Lenders (i) on the Revolving  Credit  Maturity Date (or
such earlier date as, and to the extent that,  such  Revolving  Loan becomes due
and payable pursuant to Section 2.04,  Section 2.05, Section 2.13, Section 2.15,
Section 4.02(d) or Article VII), the unpaid  principal  amount of each Revolving
Loan and each Swingline  Loan made to it by each such Lender,  in the applicable
currency of such Loan, (ii) on the Non-Extended Term Loan Maturity Date (or such
earlier date as, and to the extent that, such Non-Extended Term Loan becomes due
and  payable  pursuant to Section  2.05 or Article  VII),  the unpaid  principal
amount  of each  Non-Extended  Term Loan  held by each  such  Non-Extended  Term
Lender,  in Dollars and (iii) on the Extended  Term Loan  Maturity Date (or such
earlier date as, and to the extent that, such Extended Term Loan becomes due and
payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of
each Extended Term Loan held by each such Extended Term Lender, in Dollars. Each
Borrower  hereby further agrees to pay interest in immediately  available  funds
(in the  applicable  currency  of each  Loan) at the  applicable  office  of the
Administrative  Agent (as specified in Section  2.14(a)) on the unpaid principal
amount of the Revolving  Loans,  Swingline  Loans and Term Loans made to it from
time to time from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in Section 2.09.

          (b) Each Lender shall  maintain in accordance  with its usual practice
     an account or accounts  evidencing the indebtedness of each Borrower to the
     appropriate lending office of such Lender resulting from each Loan, made by
     such  lending  office  of such  Lender  from  time to time,  including  the
     applicable  currency and amounts of principal and interest payable and paid
     to such  lending  office  of such  Lender  from  time  to time  under  this
     Agreement.

          (c) The  Administrative  Agent shall maintain the Register pursuant to
     Section  10.04,  and a subaccount  for each Lender,  in which  Register and
     subaccounts  (taken  together)  shall be recorded  (i) the currency of each
     Loan made  hereunder,  the amount of each such Loan,  the Class and Type of
     each such Loan (including,  if such Loan is a Term Loan,  whether such Loan
     is a  Non-Extended  Term Loan or an Extended  Term Loan),  and the Interest
     Period applicable thereto, (ii) the amount of any principal or interest due
     and payable or to become due and payable from each  Borrower to each Lender
     hereunder  in  respect  of each such  Loan and (iii) the  amount of any sum
     received  by the  Administrative  Agent  hereunder  from each  Borrower  in
     respect of each such Loan and each Lender's share thereof.



<PAGE>

                                                                           54


          (d) The entries made in the Register and accounts  maintained pursuant
     to  paragraphs  (b) and (c) of this Section  2.08 and the Notes  maintained
     pursuant  to  paragraph  (e) of this  Section  2.08  shall,  to the  extent
     permitted by applicable  law, be prima facie  evidence of the existence and
     amounts of the  obligations of each Borrower  therein  recorded;  provided,
                                                                       --------
     however,  that the  failure  of any Lender or the  Administrative  Agent to
     -------
     maintain such account, such Register or such subaccount,  as applicable, or
     any error  therein,  shall not in any manner  affect the  obligation of any
     Borrower  to  repay  (with  applicable  interest)  the  Loans  made to such
     Borrower by such Lender in accordance with the terms of this Agreement.

          (e) The  Loans of each  Class  made by each  Lender  to each  Borrower
     shall,  if requested by the applicable  Lender (which request shall be made
     to the  Administrative  Agent), be evidenced by a single Note duly executed
     on behalf of such Borrower,  in  substantially  the form attached hereto as
     Exhibit G, with the blanks  appropriately  filled,  payable to the order of
     such Lender.

     SECTION 2.09.  Interest Rates and Payment Dates. (a) Each Eurocurrency Loan
                    --------------------------------
shall bear interest  (computed on the basis of the actual number of days elapsed
over a year of 360 days,  except in the case of Revolving  Loans  denominated in
British Pounds  Sterling which shall bear interest  computed on the basis of the
actual  number of days elapsed over a year of 365 days) for each day during each
Interest Period with respect thereto at a rate per annum equal to:

               (i) in the case of a Eurocurrency  Revolving Loan  denominated in
          British  Pounds  Sterling,  (A) the Adjusted LIBO Rate  determined for
          such  Interest  Period,  plus (B) 2.00% per  annum,  plus,  (C) if the
          Borrower of such Loan is a U.K. Borrower, MLA Cost;

               (ii) in the case of a Eurocurrency  Revolving Loan denominated in
          Dollars or an Alternative Committed Currency other than British Pounds
          Sterling,  (A) the Adjusted  LIBO Rate  determined  for such  Interest
          Period, plus (B) 2.00% per annum; or

               (iii) in the case of a  Eurocurrency  Term Loan (A) the  Adjusted
          LIBO  Rate  determined  for  such  Interest  Period plus (B) 4.50% per
          annum.



<PAGE>

                                                                           55


          (b) Each ABR Loan  (including each Swingline Loan) shall bear interest
     (computed on the basis of the actual  number of days elapsed over a year of
     365 or 366  days,  as the case  may be,  when the  Alternate  Base  Rate is
     determined  by  reference  to the Prime Rate and over a year of 360 days at
     all other times) at a rate per annum equal to the Alternate  Base Rate plus
     (i) 3.50% per annum, in the case of a Term Loan or (ii) 1.00% per annum, in
     the case of a Revolving Loan or Swingline Loan.

          (c) If all or a portion of (i) the principal  amount of any Loan, (ii)
     any  interest  payable  thereon or (iii) any  Facility  Fee or other amount
     payable  hereunder  shall  not be paid  when  due  (whether  at the  stated
     maturity  thereof or by  acceleration  or  otherwise),  such overdue amount
     shall bear interest at a rate per annum which is (x) in the case of overdue
     principal (except as otherwise provided in clause (y) below), the rate that
     would otherwise be applicable thereto pursuant to the foregoing  provisions
     of this  Section  2.09 plus 2% per annum or (y) in the case of any  overdue
                            ----
     interest,  Facility  Fee or other  amount,  the rate  described  in Section
     2.09(b) applicable to an ABR Revolving Loan plus 2% per annum, in each case
                                                 ----
     from the date of such  nonpayment to (but excluding) the date on which such
     amount is paid in full (after as well as before judgment).

          (d)  Interest  on each Loan shall be payable in the  currency in which
     such Loan is  denominated.  Interest  shall be  payable  in arrears on each
     Interest  Payment  Date,  provided  that (i) interest  accrued  pursuant to
                               --------
     paragraph (c) of this Section shall be payable on demand, (ii) in the event
     of any  repayment or  prepayment of any Loan (other than a prepayment of an
     ABR  Revolving  Loan prior to the end of the  Revolving  Credit  Commitment
     Period),  accrued  interest on the principal amount repaid or prepaid shall
     be payable on the date of such  repayment  or  prepayment  and (iii) in the
     event of any  conversion of any  Eurocurrency  Loan prior to the end of the
     current  Interest Period  therefor,  accrued interest on such Loan shall be
     payable on the effective  date of such  conversion.  Interest in respect of
     each Loan shall  accrue  from and  including  the first day of an  Interest
     Period to but excluding the last day of such Interest Period.

          Notwithstanding   the  above,  to  the  extent  CCSC  or  any  of  its
     Subsidiaries  is permitted  under this Agreement (as amended or amended and
     restated from time to time) to create, incur, assume or permit to exist any
     senior secured Indebtedness (a) the interest rate applicable to such senior
     secured  Indebtedness  shall be at least 0.25% less than the interest  rate
     applicable  to  any  Term  Loan  under  this  Agreement   ("Interest   Rate
     Differential")or,  (b) if not,  CCSC shall,  immediately  after such senior
     secured Indebtedness is created,  incurred,  assumed or permitted to exist,
     enter  into an  amendment  to this  Agreement  (in such form as  reasonably
     required  by the  Administrative  Agent)  to  increase  the  interest  rate
     applicable to any Term Loan under this  Agreement so that the Interest Rate
     Differential is at least 0.25%.



<PAGE>

                                                                            56



     SECTION 2.10.  Computation of Interest.  Each  determination of an interest
                    -----------------------
rate by the  Administrative  Agent  pursuant to any provision of this  Agreement
shall be conclusive  and binding on the Borrowers and the Lenders in the absence
of manifest error.

     SECTION  2.11.  Fees.  (a) CCSC agrees to pay a facility  fee (a  "Facility
                     ----                                               --------
Fee") to each  Revolving  Lender,  for  which  payment  will be made in  arrears
---
through the Administrative  Agent on the last day of March, June,  September and
December,  and on the  Facility Fee  Termination  Date (as defined  below).  The
Facility  Fee due to each  Lender  shall  commence to accrue on the date of this
Agreement and shall cease to accrue on the date (the  "Facility Fee  Termination
                                                       -------------------------
Date")  that  is the  later  of (i) the  date  on  which  the  Revolving  Credit
----
Commitment of such Lender shall be  terminated  as provided  herein and (ii) the
date  after the end of the  Revolving  Credit  Commitment  Period on which  such
Lender ceases to have any Revolving Credit Exposure. The Facility Fee accrued to
each  Revolving  Lender shall equal 0.50% per annum  multiplied by such Lender's
Facility Fee Average Daily Amount (as defined below) for the applicable  quarter
(or shorter period  commencing on the date of this Agreement or ending with such
Lender's Facility Fee Termination  Date). A Lender's "Facility Fee Average Daily
                                                      --------------------------
Amount"  with  respect to a  calculation  period  shall equal the average  daily
------
amount  during such period  calculated  using the daily amount of either (i) the
Lender's Revolving Credit Commitment (whether used or unused) for any applicable
days during the Lender's Revolving Credit Commitment Period or (ii) the Lender's
Revolving  Credit Exposure for any applicable days during the period  subsequent
to the  Revolving  Credit  Commitment  Period  and  ending on the  Facility  Fee
Termination Date. All Facility Fees shall be computed on the basis of the actual
number of days elapsed in a year of 360 days.  CCSC shall pay all Facility  Fees
in Dollars.



<PAGE>

                                                                           57


          (b) CCSC agrees to pay (i) to the Administrative Agent for the account
     of each Tranche A Revolving Lender a participation  fee with respect to its
     participations in Letters of Credit,  which shall accrue at a rate of 2.00%
     per  annum  on the  average  daily  amount  of such  Lender's  LC  Exposure
     (excluding   any  portion   thereof   attributable   to   unreimbursed   LC
     Disbursements)  during the period from and including the Effective  Date to
     but  excluding  the  later of the date on which  such  Lender's  Tranche  A
     Revolving  Credit  Commitment  terminates and the date on which such Lender
     ceases to have any LC  Exposure,  and (ii) to the  Issuing  Bank a fronting
     fee, which shall accrue at the rate of 0.25% per annum on the average daily
     amount of the LC Exposure  (excluding any portion  thereof  attributable to
     unreimbursed  LC  Disbursements)  during the period from and  including the
     Effective Date to but excluding the later of the date of termination of the
     Tranche A Revolving  Credit  Commitments and the date on which there ceases
     to be any LC Exposure,  as well as the Issuing  Bank's  standard  fees with
     respect to the issuance,  amendment,  renewal or extension of any Letter of
     Credit  or  processing  of  drawings  thereunder.  Participation  fees  and
     fronting fees  (collectively,  "LC Fees") accrued through and including the
                                     -------
     last day of March,  June,  September  and  December  of each year  shall be
     payable on the third  Business Day following  such last day,  commencing on
     the first such date to occur after the  Effective  Date;  provided that all
                                                               --------
     such fees  shall be payable  on the date on which the  Tranche A  Revolving
     Credit  Commitments  terminate and any such fees accruing after the date on
     which the Tranche A Revolving Credit Commitments terminate shall be payable
     on demand.  Any other fees  payable to the  Issuing  Bank  pursuant to this
     paragraph shall be payable within 10 days after demand.  All  participation
     fees and fronting fees shall be computed on the basis of a year of 360 days
     and shall be payable for the actual number of days elapsed  (including  the
     first day but excluding the last day).

          (c) CCSC agrees to pay to the Administrative  Agent the administrative
     and other fees separately agreed upon by CCSC and the Administrative  Agent
     in the Fee  Letter to be payable  to the  Administrative  Agent for its own
     account and the accounts of the other parties to the Fee Letter, payable at
     the times  specified in the Fee Letter (the "Agent  Fees").  CCSC shall pay
                                                  -----------
     all Agent Fees in Dollars.

          (d) All Fees shall be paid on the dates due, in immediately  available
     funds, to the Administrative Agent for distribution, if and as appropriate,
     among the Lenders and the parties to the Fee Letter. Once paid, none of the
     Fees shall be refundable.

     SECTION 2.12.  Termination,  Reduction or Adjustment  of  Commitments.  (a)
                    ------------------------------------------------------
Unless previously  terminated,  (i) the Term Commitments shall terminate at 5:00
p.m.,  New York City time, on the Effective  Date and (ii) the Revolving  Credit
Commitments shall terminate on the Revolving Credit Maturity Date.




<PAGE>

                                                                           58


          (b) CCSC shall have the right,  upon one Business  Day's notice to the
     Administrative Agent, to terminate or, from time to time, reduce the amount
     of the Tranche A Revolving  Credit  Commitments  or the Tranche B Revolving
     Credit Commitments;  provided that, subject to paragraph (f) below, no such
                          --------
     termination or reduction of Revolving Credit Commitments shall be permitted
     if, after giving effect  thereto and to any repayments of the Loans made on
     the effective date thereof, (i) any Term Loans shall be outstanding (unless
     Term Lenders holding 100% of the outstanding Term Loans shall have approved
     such  reduction or  termination),  (ii) the  Aggregate  Tranche A Revolving
     Credit Exposure then outstanding would exceed the Total Tranche A Revolving
     Credit Commitment then in effect or (iii) the Aggregate Tranche B Revolving
     Credit Exposure then outstanding would exceed the Total Tranche B Revolving
     Credit Commitment then in effect.  Any such reduction shall be in an amount
     equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and
     shall reduce  permanently  the Tranche A Revolving  Credit  Commitments  or
     Tranche B Revolving Credit Commitments, as applicable, then in effect.

          (c) If any prepayment of Term  Borrowings  would otherwise be required
     pursuant  to  Section  2.05 but  cannot be made  because  there are no Term
     Borrowings  outstanding,  or because the amount of the required  prepayment
     exceeds the outstanding  amount of Term Borrowings,  then, on the date that
     such  prepayment is required,  the Revolving  Credit  Commitments  shall be
     permanently  reduced  by an  aggregate  amount  equal to the  amount of the
     required  prepayment,  or the excess of such  amount  over the  outstanding
     amount of Term Borrowings, as the case may be, provided that the allocation
                                                    --------
     of such reduction  between the Tranche A Revolving  Credit  Commitments and
     the Tranche B Revolving Credit Commitments shall be at CCSC's option.

          (d) CCSC shall pay to the Administrative  Agent for the account of the
     applicable  Revolving Lenders,  on each date of termination or reduction of
     the  Revolving  Credit  Commitments,  the Facility Fee on the amount of the
     Revolving  Credit  Commitments so terminated or reduced accrued to the date
     of such termination or reduction.

          (e) Each  reduction  or  increase,  as  applicable,  in the  Tranche A
     Revolving Credit Commitments shall reduce or increase,  as applicable,  the
     Swingline Commitment by an equal percentage.




<PAGE>
                                                                           59



          (f)  Notwithstanding  anything to contrary in this  Section  2.12,  on
     March 30, 2001,  without any further  action by any party hereto,  (i) each
     Tranche B Revolving Lender's Tranche B Revolving Credit Commitment shall be
     permanently reduced by an amount equal to such Tranche B Revolving Lender's
     Pro Rata  Percentage  of  $75,000,000  and (ii) each  Tranche  A  Revolving
     Lender's  Tranche A Revolving  Credit  Commitment  shall be increased by an
     amount equal to such Tranche A Revolving  Lender's Pro Rata  Percentage  of
     $75,000,000, provided that the foregoing adjustments shall not occur if (x)
                  --------
     after giving effect  thereto and to any repayments of the Loans made on the
     effective date thereof,  the Aggregate  Tranche B Revolving Credit Exposure
     then outstanding would exceed  $250,000,000 or (y) CCSC shall have provided
     written  notice to the  Administrative  Agent no later than March 28,  2001
     that such adjustments should not occur.

     SECTION  2.13.  Inability to Determine  Interest  Rate;  Unavailability  of
                     -----------------------------------------------------------
Deposits;  Inadequacy of Interest Rate. (a) If prior to 11:00 a.m., London time,
--------------------------------------
two  Business  Days before the first day of any  Interest  Period,  including an
initial Interest Period, for a requested Eurocurrency Borrowing:

               (i) the Administrative  Agent shall have determined in good faith
          (which   determination  shall  be  conclusive  and  binding  upon  the
          Borrowers)  that,  by reason of  circumstances  affecting the relevant
          market  generally,  adequate  and  reasonable  means do not  exist for
          ascertaining  the  Adjusted  LIBO Rate for the  currency  in which any
          Eurocurrency  Loan is  denominated  or the  currency  specified in the
          Borrowing  Request for such  Eurocurrency  Borrowing (the  "Applicable
          Currency") for such Interest Period, or

               (ii) the  Administrative  Agent shall have received notice from a
          majority in interest of the Lenders of the  applicable  Class that the
          Adjusted LIBO Rate  determined  or to be determined  for such Interest
          Period for the  Applicable  Currency  will not  adequately  and fairly
          reflect the cost to such  Lenders (as  conclusively  certified by such
          Lenders) of making or  maintaining  their  affected  Loans during such
          Interest Period,

then the  Administrative  Agent shall give telecopy or telephonic notice thereof
to the Borrowers and the Lenders by 12:00 noon, London time, on the same day. If
such notice is given under  clause  (a)(i) or (a)(ii)  above,  then any affected
Eurocurrency  Loans shall not be converted or continued pursuant to Section 2.03
or made pursuant to a Borrowing Request, as the case may be, except as follows:



<PAGE>

                                                                           60


               (I) In the  case  of  Eurocurrency  Loans  that  are  Alternative
          Committed Currency Loans, the Borrowers so request, no later than 1:00
          p.m.,  London time, on the same day, the affected  Eurocurrency  Loans
          shall be  converted  or  continued  pursuant  to Section  2.03 or made
          pursuant  to a  Borrowing  Request,  as the case  may be,  but with an
          Interest  Period of one month and the  amount of  interest  payable in
          respect  of  any  such   Eurocurrency  Loan  shall  be  determined  in
          accordance with the following provisions of this Section 2.13(a)(I):

                    (A) if the  Administrative  Agent so  requires,  within five
               days  of  such  notification  the  Administrative  Agent  and the
               Borrowers shall enter into  negotiations  with a view to agreeing
               on a  substitute  basis for  determining  the rate of interest (a
               "Substitute  Interest  Rate") which may be applicable to affected
                --------------------------
               Eurocurrency Loans in the future and any such Substitute Interest
               Rate that is agreed  shall  take  effect in  accordance  with its
               terms and be  binding  on each party  hereto;  provided  that the
               Administrative  Agent  may  not  agree  on  any  such  Substitute
               Interest Rate without the prior consent of each affected Lender;

                    (B) if no  Substitute  Interest  Rate is agreed  pursuant to
               Section  2.13(a)(I)(A),  any such  Eurocurrency  Loan  converted,
               continued or made by the Lenders  pursuant to Section  2.13(a)(I)
               shall bear interest during the subsequent  Interest Period at the
               rate per annum determined by the Administrative Agent pursuant to
               Section  2.09(a)  except that in the place of the  Adjusted  LIBO
               Rate,  the  Administrative  Agent  shall  use  the  cost  to  the
               applicable  Lender (as  conclusively  certified by such Lender to
               the  Administrative  Agent  with a  copy  to  the  Borrowers  and
               expressed as a rate per annum) of funding such Loan from whatever
               source it shall reasonably select; and

                    (C) if the Administrative Agent has required the Borrower to
               enter  into  negotiations  pursuant  Section  2.13(a)(I)(A),  the
               Administrative  Agent  may  (acting  on  the  instructions  of  a
               majority in interest of the Tranche A Revolving  Lenders) declare
               that no further Eurocurrency  Revolving Loans denominated in such
               currency   shall  be  converted,   continued  or  made  unless  a
               Substitute Interest Rate has been agreed by the Borrowers and the
               Administrative  Agent within 30 days of the Administrative  Agent
               having so required negotiations.



<PAGE>

                                                                           61



               (II) Alternatively,  in the case of Eurocurrency Revolving Loans,
          if the Borrowers so request, no later than 1:00 p.m., London time, two
          Business  Days  prior  to the  first  day of the  applicable  Interest
          Period, the affected Eurocurrency Revolving Loans shall be made in, or
          prepaid  pursuant  to  Section  2.05 and  reborrowed  in,  a  currency
          permitted  under  Section  2.01  other  than the  Applicable  Currency
          ("Another  Currency") in an amount that is the Currency  Equivalent of
            -----------------
          the Applicable Currency amount of the affected Eurocurrency  Revolving
          Loans on the first day of such  Interest  Period.  The  provisions  of
          clauses  (a)(i) and (a)(ii) above shall apply to the proposed Loans in
          Another  Currency  (except  that the time  for a  determination  by or
          notice to the  Administrative  Agent  under  clause  (a)(i) or (a)(ii)
          shall be 2:00 p.m.,  London time,  on such day and the time for notice
          by the Administrative  Agent to the Borrowers and the Lenders shall be
          3:00 p.m.,  London time, on such day),  and should the  Administrative
          Agent give a notice under clause  (a)(i) or (a)(ii) above with respect
          thereto,  then,  unless the  Borrowers  request by 10:00 a.m.,  London
          time,  on the  following  Business  Day for the  affected  Loans to be
          converted,  continued  or made  pursuant to Section  2.13(a)(I),  such
          Loans  shall  be  converted,  continued  or  made in  accordance  with
          paragraph (III) below.

               (III)  Alternatively,  (i) if the Borrowers  fail to request that
          the  affected  Eurocurrency  Loans  be  converted,  continued  or made
          pursuant  to  either  paragraph  (I) or (II)  above or (ii)  under the
          conditions  provided in paragraph (II) above for this paragraph  (III)
          to apply or (iii) if the affected  Eurocurrency  Loans are Term Loans,
          (x) any Eurocurrency Loans denominated in Dollars requested to be made
          on the first day of such  Interest  Period shall be made as ABR Loans,
          (y) any Loans  denominated  in Dollars  that, on the first day of such
          Interest  Period,  were to have  been  converted  to or  continued  as
          Eurocurrency Loans shall be continued as or converted to ABR Loans and
          (z) any  Eurocurrency  Revolving Loans that are Alternative  Committed
          Currency  Loans  shall be  prepaid  on the first day of such  Interest
          Period  and,  if such day is during the  Revolving  Credit  Commitment
          Period,  the Dollar  Equivalent  of such prepaid  Revolving  Loans may
          simultaneously therewith be reborrowed in Dollars as ABR Loans.



<PAGE>

                                                                            62


     The Administrative  Agent shall promptly withdraw such notice upon becoming
aware that the  circumstances  giving rise thereto shall no longer exist.  Until
such  notice  has  been  withdrawn  by  the  Administrative  Agent,  no  further
Eurocurrency  Loans  denominated  in the  affected  currency  shall  be  made or
continued  as such,  nor shall any  Borrower  have the right (if the  Applicable
Currency is Dollars) to convert ABR Loans to Eurocurrency  Loans  denominated in
the Applicable Currency, except as provided in Section 2.13(a)(I).

                  (b) If prior to 11:00 a.m., London time, two Business Days
before the first day of an Interest Period for an Alternative Committed Currency
Borrowing (including an initial Interest Period for a requested Alternative
Committed Currency Borrowing) any Revolving Lender notifies the Administrative
Agent and the Borrowers that, in its reasonable and considered opinion, it would
be unable at any cost, by reason of circumstances affecting the relevant market
generally, to obtain matching deposits in the Applicable Currency at the
required time and in sufficient amounts to fund its affected Revolving Loan,
then such Lender shall not be required to make or maintain a Revolving Loan in
the Applicable Currency. In such case, the Borrowers may request, no later than
1:00 p.m., London time, on the same day, that the affected Revolving Loan be
made in, or prepaid pursuant to Section 2.05 and simultaneously therewith
reborrowed in, Another Currency in an amount that is the Currency Equivalent of
the Applicable Currency amount of the affected Revolving Loan on the first day
of such Interest Period. The first sentence of this clause (b) shall apply to
the proposed Revolving Loan in Another Currency (except that the time for notice
to the Administrative Agent and the Borrowers shall be 2:00 p.m., London time,
on such day) and should any Revolving Lender give a notice under this clause (b)
with respect thereto, or should the Borrowers fail to request a Revolving Loan
in Another Currency, then such Lender shall instead (as described in Section
2.13(a)(III) above) make the affected Loan in, or the Borrower shall prepay the
affected Loan pursuant to Section 2.05 and reborrow in, Dollars on the first day
of such Interest Period. The Administrative Agent shall, no later than 3:00
p.m., London time, on such day, inform the Borrower if any Alternative Committed
Currency Loans are to be made in or prepaid and reborrowed in Dollars pursuant
to this Section 2.13(b). A Eurocurrency Borrowing comprised of two different
currencies pursuant to this Section 2.13(b) shall be referred to herein as a
"Multicurrency Borrowing".
 -----------------------


<PAGE>

                                                                           63


     SECTION 2.14.  Pro Rata  Treatment and Payments.  (a) Each reduction of the
                    --------------------------------
Revolving Credit  Commitments of the Revolving  Lenders of either Class shall be
made pro rata  according to the amounts of such  Revolving  Lenders'  Commitment
     --------
Percentages.  Each payment  (including each prepayment) by a Borrower on account
of principal of and interest on Loans which are ABR Loans shall be made pro rata
                                                                        --------
according to the respective outstanding principal amounts of such ABR Loans then
held by the  Lenders of the  applicable  Class.  Each  payment  (including  each
prepayment) by a Borrower on account of principal of and interest on Loans which
are  Eurocurrency  Loans  designated by a Borrower to be applied to a particular
Eurocurrency  Borrowing  shall  be made  pro rata  according  to the  respective
                                         --------
outstanding  principal  amounts of such  Loans  then held by the  Lenders of the
applicable Class; provided that with respect to a single Multicurrency Borrowing
                  --------
payments made in the specific  currency of  Eurocurrency  Loans that are part of
such  Multicurrency  Borrowing  shall  be  applied  pro  rata  according  to the
                                                    ---------
outstanding  principal  amount  of  all  Eurocurrency  Loans  included  in  such
Multicurrency Borrowing that are denominated in such currency;  provided further
                                                                ----------------
that if payments  designated  by the  Borrower  for a  particular  Multicurrency
Borrowing are not  denominated  in the  appropriate  currencies  required by the
second  succeeding  sentence  such that the  Revolving  Credit  Exposure of each
Lender of the  affected  Class will be reduced pro rata in  accordance  with the
                                               --------
Commitment  Percentages  of  each  Lender  of  the  affected  Class,  then,  the
Administrative  Agent  shall  convert  a  portion  of  such  payments  into  the
currencies required to so reduce the Revolving Credit Exposure of each Lender of
the affected Class pro rata after application of all such payments. Each payment
                   --------
(including  each  prepayment)  by a  Borrower  on account  of  principal  of and
interest on Swingline  Loans shall be made pro rata  according to the respective
                                           --------
outstanding principal amounts of the Swingline Loans or participating  interests
therein,  as the case may be, then held by the  relevant  Lenders.  All payments
(including  prepayments) to be made by a Borrower hereunder,  whether on account
of  principal,  interest,  fees or  otherwise,  shall be made without set off or
counterclaim  and shall be made prior to 10:00 a.m.,  local time in the place of
payment, on the due date thereof to the Administrative Agent, for the account of
the Lenders of the  applicable  Class,  at the  Administrative  Agent's New York
office  specified  in  Section  10.01  (or,  in the  case of  payments  in Euro,
Deutschmarks  or  French  Francs,  at the  office  of the  Administrative  Agent
designated  by the  Administrative  Agent  from  time to time as the  place  for
payments  in Euro)  in the  currency  in  which  the  applicable  Obligation  is
denominated and in immediately  available funds. The Administrative  Agent shall
distribute such payments to the Lenders  entitled  thereto promptly upon receipt
in like funds as  received.  If any payment  hereunder  (other than  payments on
Eurocurrency  Loans) becomes due and payable on a day other than a Business Day,
such payment  shall be extended to the next  succeeding  Business Day, and, with
respect to payments of principal,  interest thereon shall be payable at the then
applicable  rate during such  extension.  If any payment on a Eurocurrency  Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next  succeeding  Business  Day (and,  with  respect to
payments of principal,  interest thereon shall be payable at the then applicable
rate  during such  extension)  unless the result of such  extension  would be to
extend such  payment into another  calendar  month,  in which event such payment
shall be made on the immediately preceding Business Day.



<PAGE>

                                                                           64


          (b) Subject to Section  2.13,  unless the  Administrative  Agent shall
     have been notified in writing by any Lender prior to a borrowing  that such
     Lender  will not make the amount  that would  constitute  its share of such
     borrowing available to the Administrative  Agent, the Administrative  Agent
     may  assume  that such  Lender  is  making  such  amount  available  to the
     Administrative  Agent, and the  Administrative  Agent may, in reliance upon
     such  assumption,  make available to the relevant  Borrower a corresponding
     amount. If such amount is not made available to the Administrative Agent by
     the required time on the Borrowing Date therefor,  such Lender shall pay to
     the Administrative Agent, on demand, such amount with interest thereon at a
     rate equal to the daily average Federal Funds Effective Rate for the period
     until  such  Lender  makes  such  amount   immediately   available  to  the
     Administrative  Agent. A certificate of the Administrative  Agent submitted
     to any Lender with respect to any amounts owing under this Section  2.14(b)
     shall be  conclusive  in the absence of manifest  error.  If such  Lender's
     share of such borrowing is not made available to the  Administrative  Agent
     by such Lender  within three  Business  Days of such  Borrowing  Date,  the
     Administrative  Agent shall also be  entitled  to recover  such amount with
     interest  thereon at the rate per annum  applicable to ABR Revolving  Loans
     hereunder,  on demand, from the relevant Borrower, but without prejudice to
     any right or claim that such Borrower may have against such Lender.

          (c) If at any time insufficient funds are received by and available to
     the   Administrative   Agent  to  pay  fully  all  amounts  of   principal,
     unreimbursed LC Disbursements,  interest and fees then due hereunder,  such
     funds shall be applied (i) first, towards payment of interest and fees then
     due  hereunder,  ratably among the parties  entitled  thereto in accordance
     with the amounts of interest  and fees then due to such  parties,  and (ii)
     second, towards payment of principal and unreimbursed LC Disbursements then
     due  hereunder,  ratably among the parties  entitled  thereto in accordance
     with the amounts of principal and unreimbursed LC Disbursements then due to
     such parties.



<PAGE>

                                                                           65


     SECTION 2.15.  Illegality.  Notwithstanding  any other provision herein, if
                    ----------
the  adoption  of  or  any  change  in  any   Requirement  of  Law,  or  in  the
interpretation  or application  thereof shall make it unlawful for any Lender to
make or maintain  Eurocurrency Loans as contemplated by this Agreement,  (a) the
commitment  of such  Lender  hereunder  to  make  Eurocurrency  Loans,  continue
Eurocurrency  Loans as such and  convert ABR Loans to  Eurocurrency  Loans shall
forthwith  be  suspended  until  such  time  as the  making  or  maintaining  of
Eurocurrency  Loans  shall  no  longer  be  unlawful,  (b) such  Lender's  Loans
denominated in Dollars then outstanding as Eurocurrency  Loans, if any, shall be
converted  automatically  to ABR Loans on the  respective  last days of the then
current  Interest  Periods  with  respect to such Loans or within  such  earlier
period as required by law,  and (c) such  Lender's  Eurocurrency  Loans that are
Alternative Committed Currency Loans, if any, shall be prepaid on the respective
last days of the then  current  Interest  Periods with respect to such Loans (or
within such earlier period as may be required by law).

     SECTION 2.16.  Requirements  of Law. (a) The  Borrowers  agree to reimburse
                    --------------------
each Lender or the Issuing  Bank for any  increase in the cost to such Lender or
the Issuing  Bank of, or any  reduction in the amount of any sum  receivable  by
such Lender or the Issuing Bank in respect of, making, continuing or maintaining
(or of its  obligation  to make,  continue  or  maintain)  any  Loans  as, or of
converting (or of its obligation to convert) any Loans into,  Eurocurrency Loans
or  participating  in, issuing or maintaining  any Letter of Credit,  including,
without limitation,  by reason of any requirements imposed by the Board upon the
making  or  funding  of  Eurocurrency  Loans or  participating  in,  issuing  or
maintaining  any  Letter  of  Credit.  Such  Lender  or  the  Issuing  Bank,  as
applicable,  shall promptly notify the Administrative  Agent and CCSC in writing
of the occurrence of any such event, such notice to state, in reasonable detail,
the reasons therefor and the additional amount required fully to compensate such
Lender or the Issuing Bank, as  applicable,  for such  increased cost or reduced
amount.  Such additional amounts shall be payable directly to such Lender or the
Issuing Bank, as applicable,  within five days of CCSC's receipt of such notice,
and such notice  shall,  in the absence of manifest  error,  be  conclusive  and
binding on the Borrowers.



<PAGE>

                                                                           66


          (b) If any change in, or the  introduction,  adoption,  effectiveness,
     interpretation,  reinterpretation  or phase-in  of, any law or  regulation,
     directive,  guideline, decision or request (whether or not having the force
     of law)  of any  court,  central  bank,  regulator  or  other  Governmental
     Authority  after the date  hereof  affects  or would  affect  the amount of
     capital  required or expected to be maintained by any Lender or the Issuing
     Bank (or a holding  company  controlling  such Lender or Issuing  Bank) and
     such  Lender  or the  Issuing  Bank  determines  (in its sole and  absolute
     discretion)  that the rate of return on its  capital (or the capital of its
     holding  company,  as the case may be) as a  consequence  of its  Revolving
     Credit  Commitment  or  the  Loans  made  by it or  its  participations  in
     Swingline Loans or any issuance, participation or maintenance of Letters of
     Credit is reduced to a level  below that which such  Lender or the  Issuing
     Bank (or its holding company) could have achieved but for the occurrence of
     any such circumstance, then, in any such case upon notice from time to time
     by such Lender or the Issuing Bank to CCSC, the Borrowers shall immediately
     pay  directly  to such  Lender  or the  Issuing  Bank,  as the case may be,
     additional amounts sufficient to compensate such Lender or the Issuing Bank
     (or its holding  company) for such reduction in rate of return. A statement
     of such  Lender or the  Issuing  Bank as to any such  additional  amount or
     amounts (including calculations thereof in reasonable detail) shall, in the
     absence of manifest error,  be conclusive and binding on the Borrowers.  In
     determining such amount, such Lender or the Issuing Bank may use any method
     of averaging and attribution that it (in its sole and absolute  discretion)
     shall deem applicable.

          (c)  Neither  the  Issuing  Bank nor any Lender  shall be  entitled to
     compensation  under this Section 2.16 for any costs  incurred or reductions
     suffered  with  respect to any date that it has such costs  unless it shall
     have  notified  CCSC that it will  demand  compensation  for such  costs or
     reductions  under paragraph (a) or (b) above, as applicable,  not more than
     120 days  after  the  later of (i) such  date and (ii) the date on which it
     shall have  become  aware of such costs or  reductions;  provided  that the
                                                              --------
     foregoing  shall  in no  way  operate  in  derogation  of  the  undertaking
     contained in the last sentence of this paragraph (c).  Notwithstanding  any
     other  provision  of this  Section  2.16,  neither the Issuing Bank nor any
     Lender  shall  demand  compensation  for any  increased  cost or  reduction
     referred  to above if it shall  not at the time be the  general  policy  or
     practice of the Issuing Bank or such Lender to demand such  compensation in
     similar   circumstances   under  comparable   provisions  of  other  credit
     agreements.  In the event that the  Issuing  Bank or any Lender  determines
     that any event or circumstance that will lead to a claim under this Section
     2.16 has  occurred or will occur,  the Issuing Bank or such Lender will use
     its best efforts to so notify CCSC;  provided,  that any failure to provide
                                          --------
     such notice shall in no way impair the rights of the Issuing Bank or Lender
     to demand and receive  compensation  under this Section  2.16,  but without
     prejudice  to any  claims  of CCSC  for  compensation  for  actual  damages
     sustained as a result of any failure to observe this undertaking.



<PAGE>


                                                                          67



     SECTION  2.17.  Taxes.  All payments by each  Borrower of principal of, and
                     -----
interest on, the Loans and all other  amounts  payable  hereunder  shall be made
free and clear of and  without  deduction  for any  present  or  future  income,
excise, stamp or franchise taxes and other taxes, fees, duties,  withholdings or
other charges of any nature  whatsoever  imposed by any taxing  authority on the
Administrative  Agent,  the Issuing  Bank or any Lender (or any assignee of such
Lender or the Issuing Bank, as the case may be, or a  participation  holder or a
change in  designation of the lending office of a Lender or the Issuing Bank, as
the case may be (a  "Transferee")),  but  excluding  franchise  taxes  and taxes
                     ----------
imposed  on or  measured  by  the  recipient's  net  income  or  receipts  (such
non-excluded  items being called "Taxes").  In the event that any withholding or
deduction  from any payment to be made by any Borrower  hereunder is required in
respect of any Taxes  pursuant to any applicable  law, rule or regulation,  then
such Borrower will

          (a) pay directly to the relevant authority the full amount required to
     be so withheld or deducted;

          (b) promptly forward to the  Administrative  Agent an official receipt
     or other documentation  satisfactory to the Administrative Agent evidencing
     such payment to such authority; and

          (c) pay to the Administrative  Agent for the account of the Lenders or
     the Issuing Bank, as the case may be, such additional  amount or amounts as
     is necessary to ensure that the net amount actually received by each Lender
     or the  Issuing  Bank,  as the case may be, will equal the full amount such
     Lender or the Issuing  Bank, as the case may be, would have received had no
     such withholding or deduction been required.

Moreover,  if any Taxes are directly asserted against the Administrative  Agent,
the  Issuing  Bank or any  Lender or  Transferee  with  respect  to any  payment
received  by the  Administrative  Agent,  the  Issuing  Bank or such  Lender  or
Transferee hereunder,  the Administrative Agent, the Issuing Bank or such Lender
or Transferee may pay such Taxes and the  applicable  Borrower will promptly pay
such additional amounts (including any penalties, interest or expenses) as shall
be  necessary  in order that the net amount  received by such  Person  after the
payment of such Taxes  (including  any Taxes on such  additional  amount)  shall
equal the  amount  such  Person  would  have  received  had such  Taxes not been
asserted.



<PAGE>

                                                                         68


     If the Borrowers fail to pay any Taxes when due to the  appropriate  taxing
authority or fail to remit to the  Administrative  Agent, for the account of the
Issuing Bank, the respective  Lenders or Transferees,  the required  receipts or
other required documentary  evidence,  the Borrowers shall indemnify the Issuing
Bank, Lenders and Transferees for any incremental Taxes, interest,  penalties or
other costs (including  reasonable attorneys' fees and expenses) that may become
payable by the Issuing  Bank,  any Lender or  Transferee as a result of any such
failure.  For purposes of this Section  2.17,  a  distribution  hereunder by the
Administrative  Agent to or for the account of the Issuing  Bank,  any Lender or
Transferee shall be deemed a payment by a Borrower.

     Each  Lender  or  Transferee   that  is  organized  under  the  laws  of  a
jurisdiction  other than the United States  shall,  on or prior to the Effective
Date (in the case of each Lender that is a party hereto on the  Effective  Date)
or on or prior to the date of any assignment or participation  hereunder (in the
case of a Transferee)  and thereafter as reasonably  requested from time to time
by CCSC or the Administrative  Agent, execute and deliver, if legally able to do
so,  to  CCSC  and  the  Administrative  Agent  one  or  more  (as  CCSC  or the
Administrative  Agent may reasonably  request)  United States  Internal  Revenue
Service  Forms W-8 or such  other  forms or  documents  (or  successor  forms or
documents),  appropriately  completed,  as may be  applicable  to establish  the
extent,  if any, to which a payment to such Lender or  Transferee is exempt from
or entitled to a reduced rate of, withholding or deduction of Taxes.

     With respect to obligations under this Agreement other than those specified
in the immediately  following paragraph,  the Borrowers shall not be required to
indemnify or to pay any  additional  amounts to the Issuing Bank,  any Lender or
Transferee with respect to any Taxes pursuant to this Section 2.17 to the extent
that (i) any obligation to withhold,  deduct or pay amounts with respect to such
Tax existed on the date the Issuing  Bank,  such Lender or  Transferee  became a
party to this  Agreement  (and, in such case,  Borrowers may deduct and withhold
such Tax from payments to the Issuing Bank, such Lender or Transferee),  or (ii)
any  Lender or  Transferee  fails to comply in full with the  provisions  of the
immediately  preceding  paragraph  (and, in such case,  Borrowers may deduct and
withhold  all  Taxes  required  by law as a result  of such  noncompliance  from
payments to the Issuing Bank, such Lender or Transferee).



<PAGE>

                                                                          69


     With respect to Loans not denominated in Dollars and Loans made to non-U.S.
Subsidiaries,  each relevant Lender or Transferee  shall determine the extent to
which obligations to withhold, deduct or pay amounts with respect to Taxes would
exist on the date such  Lender or  Transferee  would  make such  Loans and shall
disclose to CCSC such determination. Based on such determination, the applicable
Borrower shall either agree (i) to indemnify or pay any such additional  amounts
to each such Lender or  Transferee  pursuant to this  Section  2.17 or (ii) that
such Lender or  Transferee  shall not be obligated to make such Loans  provided,
                                                                       --------
however,  that in the event of a change  in law or  regulation  such  additional
-------
amounts shall be adjusted to reflect such change.

     Notwithstanding  anything to the  contrary  in this  Section  2.17,  if the
Internal  Revenue Service  determines that a Lender (or Transferee) is a conduit
entity  participating in a conduit  financing  arrangement as defined in Section
7701(l) of the Code and the regulations thereunder and the relevant Borrower was
not a  participant  to such  arrangement  (other  than as a Borrower  under this
Agreement) (a "Conduit Financing Arrangement"), then (i) the Borrower shall have
               -----------------------------
no  obligation to pay  additional  amounts or indemnify the Lender or Transferee
for any Taxes with respect to any payments hereunder to the extent the amount of
such Taxes  exceeds  the  amount  that would have  otherwise  been  withheld  or
deducted had the Internal Revenue Service not made such a determination and (ii)
such Lender or Transferee  shall indemnify the Borrowers in full for any and all
taxes for which a Borrower is held  directly  liable  under  Section 1461 of the
Code by  virtue  of such  Conduit  Financing  Arrangement;  provided  that  such
                                                            --------
Borrower (i) promptly  forwards to the  indemnitor an official  receipt or other
documentation  satisfactorily  evidencing such payment,  (ii) shall contest such
tax upon the reasonable  request of the indemnitor and at such indemnitor's cost
and (iii) shall pay to such  indemnitor  within 30 days any refund of such taxes
(including  interest thereon).  Each Lender or Transferee  represents that it is
not participating in a Conduit Financing Arrangement.

     Neither the Issuing Bank nor any Lender shall be entitled to payment  under
this Section 2.17 unless it shall have notified the applicable  Borrower that it
will demand such payment not more than 120 days after the date on which it shall
have  become  aware that it was  entitled  to such  payment;  provided  that the
                                                              --------
foregoing shall in no way operate in derogation of the undertaking  contained in
the last sentence of this Section 2.17.  Notwithstanding  any other provision of
this  Section  2.17,  neither the Issuing  Bank nor any Lender  shall demand any
payment  referred to above if it shall not at the time be the general  policy or
practice of the  Issuing  Bank or such  Lender to demand  such  compensation  in
similar circumstances under comparable provisions of other credit agreements. In
the event  that the  Issuing  Bank or any  Lender  determines  that any event or
circumstance  that  will  lead to a claim  by it  under  this  Section  2.17 has
occurred  or will  occur,  the  Issuing  Bank or such  Lender  will use its best
efforts to so notify  CCSC;  provided,  that any failure to provide  such notice
                             --------
shall in no way impair the  rights of the  Issuing  Bank or any Lender to demand
and receive  compensation  under this Section 2.17, but without prejudice to any
claims of CCSC for failure to observe this undertaking.


<PAGE>

                                                                           70


     SECTION  2.18.  Indemnity.  In the event any Lender shall incur any loss or
                     ---------
expense  (including  any loss  (other than lost  profit) or expense  incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
such Lender to make, continue or maintain any portion of the principal amount of
any Loan as, or to convert any portion of the principal amount of any Loan into,
a Eurocurrency  Loan) as a result of any conversion of a Eurocurrency Loan to an
ABR Loan or repayment or prepayment of the principal  amount of any Eurocurrency
Loan  on a date  other  than  the  scheduled  last  day of the  Interest  Period
applicable  thereto,  whether pursuant to Section 2.03, 2.05, 2.08, 2.16 or 2.21
or otherwise,  or any failure to borrow or convert any  Eurocurrency  Loan after
notice thereof shall have been given hereunder, whether by reason of any failure
to satisfy a condition to such  borrowing or otherwise;  then,  upon the written
notice  of  such  Lender  to  the  applicable  Borrower  (with  a  copy  to  the
Administrative  Agent),  such  Borrower  shall,  within five days of its receipt
thereof,  pay  directly to such  Lender  such amount as will (in the  reasonable
determination  of such Lender)  reimburse  such Lender for such loss or expense.
Such written  notice (which shall  include  calculations  in reasonable  detail)
shall,  in the  absence of manifest  error,  be  conclusive  and binding on such
Borrower.

     SECTION 2.19. Change of Lending Office.  Each Lender (or Transferee) agrees
                   ------------------------
that,  upon the  occurrence of any event giving rise to the operation of Section
2.15,  2.16 or 2.17 with  respect to such Lender (or  Transferee),  it will,  if
requested  by  CCSC,   use  reasonable   efforts   (subject  to  overall  policy
considerations  of such Lender (or  Transferee))  to designate  another  lending
office for any Loans  affected  by such event  with the object of  avoiding  the
consequences  of such event,  provided,  that such  designation is made on terms
                              --------
that, in the sole judgment of such Lender,  cause such Lender and its respective
lending   offices  to  suffer  no  material   economic,   legal  or   regulatory
disadvantage,  and  provided,  further,  that nothing in this Section 2.19 shall
                    ------------------
affect or postpone any of the  obligations  of any Borrower or the rights of any
Lender (or Transferee) pursuant to Sections 2.15, 2.16 and 2.17.



<PAGE>

                                                                           71


     SECTION  2.20.  Sharing of Setoffs.  Each  Lender  agrees that if it shall,
                     ------------------
through the exercise of a right of banker's lien, setoff or counterclaim against
a Borrower,  or pursuant to a secured claim under Section 506 of Title 11 of the
United  States Code or other  security or interest  arising from, or in lieu of,
such secured  claim,  received by such Lender under any  applicable  bankruptcy,
insolvency  or other  similar law or  otherwise,  or by any other means,  obtain
payment  (voluntary or involuntary) in respect of any Loans or participations in
LC Disbursements which at the time shall be due and payable as a result of which
the unpaid principal portion of its Loans and participations in LC Disbursements
which at the time shall be due and payable  shall be  proportionately  less than
the  unpaid  principal   portion  of  such  Loans  and   participations   in  LC
Disbursements  of any other Lender,  it shall be deemed  simultaneously  to have
purchased  from such other Lender at face value,  and shall promptly pay to such
other  Lender  the  purchase  price  for,  a  participation  in such  Loans  and
participations  in LC Disbursements of such other Lender,  so that the aggregate
unpaid principal amount of such Loans and participations in LC Disbursements and
participations in such Loans and participations in LC Disbursements held by each
Lender shall be in the same proportion to the aggregate  unpaid principal amount
of all  such  Loans  and  participations  in LC  Disbursements  as prior to such
exercise of banker's  lien,  setoff or  counterclaim  or other event;  provided,
                                                                       --------
however,  that, if any such purchase or purchases or  adjustments  shall be made
-------
pursuant to this Section and the payment giving rise thereto shall thereafter be
recovered,  such purchase or purchases or adjustments  shall be rescinded to the
extent of such recovery and the purchase price or prices or adjustment  restored
without interest. Each Borrower expressly consents to the foregoing arrangements
and  agrees  that  any  Lender  holding  a  participation  in a  Loan  or  an LC
Disbursement deemed to have been so purchased may exercise any and all rights of
banker's lien,  setoff or counterclaim  with respect to any and all moneys owing
by such  Borrower  to such  Lender by reason  thereof as fully as if such Lender
were a  direct  creditor  directly  to  such  Borrower  in the  amount  of  such
participation. Notwithstanding the foregoing, nothing in this Section 2.20 shall
be deemed to require  any Term Lender to take any action  which is  inconsistent
with the  priority  repayment  rights  of the Term  Lenders  over the  Revolving
Lenders provided in the Collateral Sharing Agreement.



<PAGE>


                                                                          72


     SECTION 2.21. Assignment of Commitments Under Certain Circumstances. In the
                   -----------------------------------------------------
event that any Lender shall have delivered a notice or  certificate  pursuant to
Section  2.13(b),  2.15 or 2.16,  or the  Borrowers  shall be  required  to make
additional payments to any Lender under Section 2.17, CCSC shall have the right,
but not the obligation,  at its own expense,  upon notice to such Lender and the
Administrative  Agent,  to replace such Lender with an assignee  (in  accordance
with and subject to the restrictions contained in Section 10.04) approved by the
Administrative  Agent, the Issuing Bank and the Swingline Lender (which approval
shall not be unreasonably  withheld),  and such Lender hereby agrees to transfer
and assign without  recourse (in accordance with and subject to the restrictions
contained in Section 10.04) all its interests, rights and obligations under this
Agreement to such assignee; provided, however, that no Lender shall be obligated
                            -----------------
to make any such assignment  unless (i) such assignment  shall not conflict with
any law or any rule, regulation or order of any Governmental  Authority and (ii)
such assignee or the Borrowers  shall pay to the affected  Lender in immediately
available  funds on the date of such  assignment  the  principal of and interest
accrued  to  the  date  of  payment  on  the  Loans  made  by  such  Lender  and
participations  in LC  Disbursements  and  Swingline  Loans held by such  Lender
hereunder and all other amounts accrued for such Lender's  account or owed to it
hereunder (including, without limitation, any Facility Fees).


                                  ARTICLE III

                         Representations and Warranties
                         ------------------------------

     In order to induce the Lenders and the  Administrative  Agent to enter into
this  Agreement  and to  extend  credit  hereunder  and  under  the  other  Loan
Documents, CCSC represents and warrants as follows:

     SECTION 3.01.  Organization,  etc. CCSC is a  corporation,  and each of its
                    ------------------
Subsidiaries  (a) is a  corporation,  partnership or other form of legal entity,
validly  organized  and  existing  and in good  standing  under  the laws of the
jurisdiction of its  incorporation or organization,  as the case may be, (b) has
all requisite power and authority to carry on its business as now conducted, (c)
is  duly  qualified  to  do  business  and  is in  good  standing  as a  foreign
corporation or foreign  partnership  (or comparable  foreign  qualification,  if
applicable,  in the case of any other form of legal entity), as the case may be,
in  each   jurisdiction   where  the  nature  of  its  business   requires  such
qualification,  except  where the  failure  to so  qualify  will not result in a
Material  Adverse  Effect,  and (d) has full power and  authority  and holds all
requisite material governmental  licenses,  permits and other approvals to enter
into and  perform  its  obligations  under  this  Agreement  and each other Loan
Document to which it is a party and to own or hold under lease its  property and
to conduct its business substantially as currently conducted by it.



<PAGE>


                                                                           73



     SECTION 3.02.  Due  Authorization,  Non-Contravention,  etc. The execution,
                    ---------------------------------------------
delivery and  performance  by each Loan Party of this  Agreement  and each other
Loan Document  executed or to be executed by it, the borrowing of the Loans, the
use of the proceeds  thereof and the issuance of the Letters of Credit hereunder
are within each Loan Party's corporate, partnership or comparable powers, as the
case may be, have been duly authorized by all necessary  corporate,  partnership
or comparable and, if required,  stockholder  action, as the case may be, and do
not

          (a)  contravene   the  Organic   Documents  of  CCSC  or  any  of  its
     Subsidiaries (other than Immaterial Subsidiaries);

          (b) contravene any law or  governmental  regulation or court decree or
     order binding on or affecting CCSC or any of its  Subsidiaries  (other than
     Immaterial Subsidiaries);

          (c) violate or result in a default under any  indenture,  agreement or
     other instrument  binding upon CCSC or any of its Subsidiaries  (other than
     Immaterial Subsidiaries); or

          (d) result in, or require the creation or imposition  of, any material
     Lien  on  any  assets  of  CCSC  or any of  its  Subsidiaries  (other  than
     Immaterial Subsidiaries), except Liens created under the Loan Documents.

     SECTION   3.03.   Government   Approval,   Regulation,   etc.  No  consent,
                       -------------------------------------------
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 or  performance by CCSC or any other Loan Party of
this Agreement or any other Loan Document,  the borrowing of the Loans,  the use
of the proceeds thereof and the issuance of Letters of Credit hereunder,  except
such as have been  obtained  or made and are in full force and effect and except
filings  necessary to perfect Liens under the Loan  Documents.  Neither CCSC nor
any of its  Subsidiaries  is an "investment  company"  within the meaning of the
Investment  Company  Act of 1940,  as  amended,  or a  "holding  company",  or a
"subsidiary  company" of a "holding  company",  or an  "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended.



<PAGE>
                                                                          74




     SECTION  3.04.  Validity,  etc.  This  Agreement has been duly executed and
                     --------------
delivered by each  Borrower  and  constitutes,  and each other Loan  Document to
which any Loan Party is to be a party will,  on the due  execution  and delivery
thereof, constitute, the legal, valid and binding obligation of such Borrower or
such  Loan  Party  (as the  case  may be)  enforceable  in  accordance  with its
respective   terms,   subject   to  the   effect  of   bankruptcy,   insolvency,
reorganization,  moratorium  or similar laws  affecting  the  enforceability  of
creditors' rights generally and to general principles of equity.

     SECTION 3.05. Financial Information. (a) The consolidated balance sheets of
                   ---------------------
CCSC  and  its   Subsidiaries   as  of  December  31,   1999,   reported  on  by
PricewaterhouseCoopers,  independent public accountants, and September 30, 2000,
certified  by CCSC's  chief  financial  officer,  and the  related  consolidated
statements  of earnings  and cash flow of CCSC and its  Subsidiaries,  copies of
which have been furnished to the Administrative Agent and each Lender, have been
prepared in accordance with GAAP consistently applied, and present fairly in all
material  respects  the  consolidated   financial  condition  of  CCSC  and  its
Subsidiaries  as of the dates  thereof and the results of their  operations  and
cash flows for the periods  then ended  (subject,  in the case of the  financial
statements as of and for the period ended September 30, 2000, to normal year-end
adjustments and to the absence of notes).

          (b) Except as disclosed in the financial  statements referred to above
     or the notes thereto or in the Information Memorandum,  none of CCSC or its
     Subsidiaries  has,  as of  the  Effective  Date,  any  material  contingent
     liabilities, unusual long-term commitments or unrealized losses.

     SECTION 3.06. No Material  Adverse Change.  Since December 31, 1999,  there
                   ---------------------------
has been no material  adverse  change in the  business,  assets,  operations  or
condition  (financial  or  otherwise)  of CCSC and its  Subsidiaries  taken as a
whole, except as disclosed in the Information Memorandum.

     SECTION 3.07.  Litigation.  There is no pending or, to the knowledge of any
                    ----------
Borrower, threatened litigation, action or proceeding,  affecting CCSC or any of
its Subsidiaries,  or any of their respective properties,  businesses, assets or
revenues,  which will result in a Material  Adverse  Effect or which purports to
affect the legality,  validity or  enforceability of this Agreement or any other
Loan Document or the transactions contemplated hereby or thereby.



<PAGE>

                                                                         75


     SECTION 3.08.  Compliance  with Laws and  Agreements.  Each of CCSC and its
                    -------------------------------------
Subsidiaries  is in  compliance  with all laws (other than  Environmental  Laws,
which  are  the  subject  of  Section  3.13),  regulations  and  orders  of  any
Governmental  Authority  applicable  to it or its property  and all  indentures,
agreements and other instruments  binding upon it or its property,  except where
the failure to do so will not result in a Material  Adverse  Effect.  No Default
has occurred and is continuing.

     SECTION 3.09.  Subsidiaries.  Schedule 3.09 sets forth the name of, and the
                    ------------
direct or indirect  ownership  interest of CCSC in, each  Subsidiary of CCSC and
identifies  each  Subsidiary  that  is a Loan  Party,  in  each  case  as of the
Effective Date.

     SECTION 3.10.  Ownership of Properties.  Each of CCSC and its  Subsidiaries
                    -----------------------
(other than Immaterial  Subsidiaries)  has good and marketable title to or valid
leasehold interests in, or is licensed to use, all of its properties and assets,
real and personal,  tangible and intangible, of any nature whatsoever (including
patents, trademarks, trade names, service marks and copyrights),  free and clear
of all Liens,  charges or claims (including  infringement claims with respect to
patents, trademarks,  copyrights and the like which could reasonably be expected
to have a Material Adverse Effect) except as permitted pursuant to Section 6.02.

     SECTION 3.11. Taxes. Each of CCSC and its Subsidiaries has timely filed all
                   -----
federal and all other material income tax returns and reports required by law to
have  been  filed by it and has paid all  taxes and  governmental  charges  due,
except (i) any such taxes or charges  which are being  diligently  contested  in
good  faith by  appropriate  proceedings  and for  which  adequate  reserves  in
accordance  with GAAP  shall  have been set aside on its books and (ii) any such
taxes or charges that would not,  individually or in the aggregate,  result in a
Material Adverse Effect.



<PAGE>
                                                                          76



     SECTION    3.12.     Pension    and    Welfare     Plans.     During    the
                          -----------------------------------
twelve-consecutive-month period prior to the Effective Date, no Pension Plan has
been  terminated,  or has been subject to the  commencement of any  termination,
that could  reasonably be expected to result in a material  liability to CCSC or
any ERISA  Affiliate,  and no contribution  failure has occurred with respect to
any  Pension  Plan  sufficient  to give rise to a Lien under  section  302(f) of
ERISA. No condition  exists or event or transaction has occurred with respect to
any Pension Plan or Welfare Plan which reasonably might result in the incurrence
by CCSC or any ERISA Affiliate of any liability, fine or penalty which will have
a Material Adverse Effect. Neither CCSC nor any ERISA Affiliate has withdrawn or
partially  withdrawn (or reasonably  expects to withdraw or partially  withdraw)
from any multiemployer plan (as defined in Section 3(37) of ERISA),  CCSC has no
contingent  liability with respect to post-retirement  benefits provided by CCSC
and its  Subsidiaries  under a  Welfare  Plan,  other  than  (i)  liability  for
continuation  coverage described in Part 6 of Subtitle B of Title I of ERISA and
(ii)  liabilities  which  will not,  individually  or in the  aggregate,  have a
Material Adverse Effect.

     SECTION 3.13.  Environmental  Warranties.  (a) All  facilities and property
                    -------------------------
owned or leased by CCSC or any of its Subsidiaries, and all operations conducted
thereon,  are in  compliance  with  all  Environmental  Laws,  except  for  such
noncompliance  which,  singly  or in the  aggregate,  will not  have a  Material
Adverse Effect;

          (b) there  have been no past  unresolved,  and there are no pending or
     threatened  (in  writing)

          (i) claims,  complaints,  notices or requests for information received
     by CCSC or any of its Subsidiaries with respect to any alleged violation of
     any Environmental Law, or

          (ii)  complaints,  written  notices or inquiries to CCSC or any of its
     Subsidiaries regarding potential liability under any Environmental Law,

which  violation or potential  liability  singly or in the aggregate will have a
Material Adverse Effect;

          (c) there have been no Releases of Hazardous Materials at, on or under
     any  property  now or, to any  Borrower's  knowledge,  previously  owned or
     leased by CCSC or any of its Subsidiaries that, singly or in the aggregate,
     have or will have a Material Adverse Effect;

          (d) CCSC and its  Subsidiaries  have been issued and are in compliance
     with all Environmental Permits necessary or desirable for their businesses,
     except for such  Environmental  Permits which,  if not so obtained or as to
     which CCSC and its  Subsidiaries are not in compliance (in each case singly
     or in the aggregate), will not have a Material Adverse Effect;



<PAGE>


                                                                         77



          (e) no property now or, to any Borrower's knowledge,  previously owned
     or leased by CCSC or any of its  Subsidiaries  is listed or proposed  (with
     respect  to owned  property  only) for  listing  on the  CERCLIS  or on any
     similar state list of sites requiring  investigation or clean-up, or on the
     National  Priorities  List  pursuant  to  CERCLA,  in each case  other than
     properties  as to which any such  listing  will not  result  in a  Material
     Adverse Effect;

          (f) there  are no  underground  storage  tanks,  active or  abandoned,
     including  petroleum storage tanks, on or under any property now or, to any
     Borrower's  knowledge,  previously  owned or  leased  by CCSC or any of its
     Subsidiaries  that,  singly or in the  aggregate,  have,  or will  have,  a
     Material Adverse Effect;

          (g) to any Borrower's  knowledge,  neither CCSC nor any Subsidiary has
     directly  transported or directly  arranged for the  transportation  of any
     Hazardous  Material to any location which is listed or proposed for listing
     on the National  Priorities  List pursuant to CERCLA,  on the CERCLIS or on
     any similar  state list or which is the subject of federal,  state or local
     enforcement  actions  or other  investigations  which  will  lead to claims
     against CCSC or such  Subsidiary  thereof for any remedial work,  damage to
     natural resources or personal injury,  including claims under CERCLA, which
     will have a Material Adverse Effect; and

          (h) there are no polychlorinated biphenyls or friable asbestos present
     at  any  property  owned  or  leased  by  CCSC  or  any  Subsidiary   that,
     individually  or in the aggregate,  have, or will have, a Material  Adverse
     Effect.

     SECTION  3.14.  Regulations  U and X. The  Loans,  the use of the  proceeds
                     --------------------
thereof, this Agreement and the transactions contemplated hereby will not result
in a violation of or be inconsistent with any provision of Regulation U or X.

     SECTION 3.15.  Disclosure;  Accuracy of Information.  CCSC has disclosed to
                    ------------------------------------
the Lenders all agreements,  instruments and corporate or other  restrictions to
which it or any of its  Subsidiaries is subject,  and all other matters known to
any of them that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect. To the best of CCSC's knowledge, neither
this Agreement nor any other document, certificate or statement furnished to the
Administrative  Agent  or any  Lender  by or on  behalf  of CCSC  in  connection
herewith (including,  without limitation,  the Information  Memorandum) contains
any untrue  statement  of a material  fact or omits to state any  material  fact
necessary  in order to make the  statements  contained  herein and  therein  not
misleading,  in light of the  circumstances  under  which they were made.  It is
understood that no  representation or warranty is made concerning any forecasts,
estimates,  pro forma information,  projections and statements as to anticipated
future performance or conditions, and the assumptions on which they were based.



<PAGE>


                                                                           78


     SECTION 3.16. Insurance.  As of the Effective Date, all premiums in respect
                   ---------
of insurance  maintained by or on behalf of CCSC and its Subsidiaries as of such
date have been paid. CCSC reasonably  believes that the insurance  maintained by
or on behalf of itself and its Subsidiaries is adequate.

     SECTION 3.17. Labor Matters.  Except as could not reasonably be expected to
                   -------------
have a Material  Adverse  Effect,  (a) as of the  Effective  Date,  there are no
strikes, lockouts or slowdowns against CCSC or any Subsidiary pending or, to the
knowledge of CCSC,  threatened;  (b) the hours  worked by and  payments  made to
employees  of CCSC and the  Subsidiaries  have not been in violation of the Fair
Labor Standards Act or any other applicable Federal, state, local or foreign law
dealing with such matters; and (c) all payments due from CCSC or any Subsidiary,
or for which any claim may be made against CCSC or any Subsidiary, on account of
wages and employee health and welfare  insurance and other  benefits,  have been
paid or accrued as a liability on the books of CCSC or such Subsidiary.

     SECTION 3.18. Solvency.  Immediately following the making of each Loan made
                   --------
on the Effective Date and after giving effect to the application of the proceeds
of such Loans,  (a) the fair value of the assets of each Loan  Party,  at a fair
valuation,  will exceed its debts and liabilities,  subordinated,  contingent or
otherwise;  (b) the present  fair  saleable  value of the  property of each Loan
Party will be greater  than the amount that will be required to pay the probable
liability  of its debts  and  other  liabilities,  subordinated,  contingent  or
otherwise,  as such debts and other liabilities become absolute and matured; (c)
each Loan  Party  will be able to pay its debts and  liabilities,  subordinated,
contingent  or  otherwise,  as such debts and  liabilities  become  absolute and
matured; (d) each Loan Party will not have unreasonably small capital with which
to conduct the business in which it is engaged as such business is now conducted
and is proposed to be conducted  following the Effective  Date;  and (e) none of
the  French  Borrowers  is unable  to pay its  debts as they fall due  ("etat de
cessation des  paiements")  or has  initiated  voluntary  arrangements  with its
creditors  ("reglement  amiable")  or  is  subject  to  insolvency   proceedings
("redressement  ou  liquidation  judiciaire"),  in  each  case as  construed  by
articles L. 611-1 and seq. and L. 620-1 and seq. of the French  Commercial  Code
("code de commerce").



<PAGE>

                                                                            79

     SECTION 3.19. Security  Documents.  (a) The Pledge Agreements are effective
                   -------------------
to create in favor of the  Collateral  Agent,  for the  ratable  benefit  of the
Secured  Parties,  a legal,  valid  and  enforceable  security  interest  in the
Collateral (as defined in the Pledge  Agreements)  and, when such  Collateral is
delivered to the Collateral  Agent,  the Pledge  Agreements  shall  constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the pledgor thereunder in such Collateral, in each case prior and superior in
right to any other  Person  other  than  Liens  described  in clause  (a) of the
definition  of  Permitted   Encumbrances   and  subject  to  the  terms  of  the
Intercreditor Agreement; provided that the actions specified in Schedule 3.19(a)
                         --------
are  required  to be taken in  connection  with the pledge of  capital  stock of
Foreign Subsidiaries.

          (b)(i) The Security Agreements are effective to create in favor of the
     Collateral Agent, for the ratable benefit of the Secured Parties,  a legal,
     valid and  enforceable  security  interest in the Collateral (as defined in
     the  Security   Agreements)  and,  (ii)(A)  when  financing  statements  in
     appropriate  form are filed in the offices  specified  on Schedule 6 to the
     Perfection  Certificate,  the  U.S.  Security  Agreement  and (B)  when the
     actions  specified  in  Schedule  3.19(b) are taken,  the Foreign  Security
     Agreements,  shall each  constitute a fully perfected Lien on, and security
     interest in, all right,  title and interest of the grantors  thereunder  in
     such Collateral  (other than the  Intellectual  Property (as defined in the
     Security  Agreements)),  in each case  prior and  superior  in right to any
     other  Person,  other than with  respect to Liens  expressly  permitted  by
     Section 6.02 and subject to the terms of the Intercreditor Agreement.

          (c) When the filings in clause  (b)(ii)(A) above are made and when the
     U.S.  Security  Agreement  (or a summary  thereof)  is filed in the  United
     States Patent and Trademark Office and the United States Copyright  Office,
     the U.S. Security Agreement shall constitute a fully perfected Lien on, and
     security  interest  in, all right,  title and  interest of the Loan Parties
     (other than Foreign Loan Parties) in the Intellectual  Property (as defined
     in the  U.S.  Security  Agreement)  in  which a  security  interest  may be
     perfected  by  filing,  recording  or  registering  a  security  agreement,
     financing  statement or analogous  document in the United States Patent and
     Trademark Office or the United States Copyright Office,  as applicable,  in
     each  case  prior  and  superior  in right to any  other  Person  (it being
     understood  that  subsequent  recordings  in the United  States  Patent and
     Trademark Office and the United States Copyright Office may be necessary to
     perfect  a  Lien  on  registered  trademarks,  trademark  applications  and
     copyrights  acquired by the Loan Parties  (other than Foreign Loan Parties)
     after the Effective Date).



<PAGE>

                                                                          80


          (d) Each  Mortgage,  when duly  executed and delivered by the relevant
     Loan Party,  will be effective to create,  subject to the exceptions listed
     in each title  insurance  policy  covering such  Mortgage,  in favor of the
     Collateral Agent, for the ratable benefit of the Secured Parties,  a legal,
     valid and  enforceable  Lien on all of the Loan Parties'  right,  title and
     interest in and to the  Mortgaged  Properties  thereunder  and the proceeds
     thereof,  and when the  Mortgages  are filed in the  offices  specified  on
     Schedule  3.19(d),  the Mortgages shall  constitute a Lien on, and security
     interest  in, all right,  title and  interest  of the Loan  Parties in such
     Mortgaged  Properties  and the  proceeds  thereof,  in each case  prior and
     superior  in right to any other  Person,  other  than with  respect  to the
     rights of Persons pursuant to Liens expressly permitted by Section 6.02.


                                   ARTICLE IV

                                   Conditions
                                   ----------

     SECTION  4.01.  Effective  Date.  The  amendments  to the  Original  Credit
                     ---------------
Agreement  effected  hereby and the obligations of the Term Lenders to make Term
Loans and of the Issuing  Bank to issue  Letters of Credit  hereunder  shall not
become  effective  until the date on which each of the  following  conditions is
satisfied (or waived in accordance with Section 10.08):

          (a) The Administrative Agent (or its counsel) shall have received from
     each party hereto  either (i) a  counterpart  of this  Agreement  signed on
     behalf  of  such  party  or  (ii)  written  evidence  satisfactory  to  the
     Administrative  Agent (which may include telecopy  transmission of a signed
     signature page of this  Agreement) that such party has signed a counterpart
     of this Agreement.

          (b) The Administrative Agent shall have received,  on behalf of itself
     and the Lenders,  favorable written opinions of each of (i) Dechert,  U.S.,
     U.K.  and French  counsel for the Loan  Parties and (ii)  Holters & Elsing,
     German counsel for the Loan Parties,  substantially to the effect set forth
     in Exhibits M and O,  respectively,  (A) dated the  Effective  Date and (B)
     addressed to the Administrative Agent and the Lenders.



<PAGE>

                                                                           81


          (c) All  documents  executed  or  submitted  in  connection  with this
     Agreement,  the borrowings  hereunder and the other Loan Documents shall be
     reasonably  satisfactory  to the Lenders  and to  Cravath,  Swaine & Moore,
     counsel for the Administrative Agent.

          (d) The  Administrative  Agent shall have received such  documents and
     certificates  as the  Administrative  Agent or its counsel  may  reasonably
     request relating to the  organization,  existence and good standing of each
     Loan  Party,  the  authorization  of the  Transactions  and any other legal
     matters   relating  to  the  Loan  Parties,   the  Loan  Documents  or  the
     Transactions,  all in form and substance satisfactory to the Administrative
     Agent and its counsel.

          (e) The Administrative Agent shall have received a certificate,  dated
     the Effective  Date and signed by a Financial  Officer of CCSC,  confirming
     compliance  with the  conditions  precedent set forth in paragraphs (b) and
     (c) of Section 4.02.

          (f) The  Administrative  Agent shall have received all fees payable to
     the  Administrative  Agent or any Lender on or prior to the Effective  Date
     and, to the extent invoiced,  all other amounts due and payable pursuant to
     the Loan  Documents on or prior to the Effective  Date,  including,  to the
     extent invoiced,  reimbursement or payment of all reasonable  out-of-pocket
     expenses (including  reasonable fees, charges and disbursements of counsel)
     required to be reimbursed  or paid by the Borrowers  hereunder or under any
     other Loan Document.

          (g) The Collateral  Agent shall have received  counterparts of (A) the
     U.S. Pledge Agreement signed on behalf of each U.S. Loan Party, (B) Foreign
     Pledge  Agreements  covering  pledges by  Domestic  Subsidiaries  of Equity
     Interests held by them in Subsidiaries organized in France and Germany, (C)
     French  Delegations of Dividends by the French Holding Companies and (D) if
     any Borrower is a Foreign Subsidiary,  a Foreign Pledge Agreement signed on
     behalf of each  Foreign Loan Party  (except for Foreign Loan Parties  whose
     execution of a Foreign  Pledge  Agreement  would violate  applicable law or
     would, in the reasonable good faith judgment of CCSC, subject the directors
     or  officers  of such  Foreign  Loan Party to  criminal  or other  personal
     liability),  in each case, together with certificates  representing all the
     outstanding  Equity  Interests of each Subsidiary  owned by or on behalf of
     any U.S. Loan Party as of the Effective  Date (except that such delivery of
     certificates  representing Equity Interests of a Foreign Subsidiary that is
     not a Subsidiary Loan Party may be limited to 65% of the outstanding Equity
     Interests of such Foreign Subsidiary), promissory notes (to the extent such
     notes exist on the Effective Date) evidencing all intercompany Indebtedness
     owed  to any  Loan  Party  by any  Borrower  or  any  Subsidiary  as of the
     Effective Date and stock powers and  instruments  of transfer,  endorsed in
     blank,  with  respect  to  such  certificates  and  promissory  notes.  The
     Collateral Agent shall have received evidence that all actions specified in
     Schedule 3.19(a) have been taken.



<PAGE>

                                                                           82



          (h) The Collateral  Agent shall have received  counterparts of (i) the
     U.S.  Security  Agreement signed on behalf of each U.S. Loan Party, and (B)
     if any Borrower is a Foreign  Subsidiary,  a Foreign Security  Agreement or
     Agreements  signed on behalf of each Foreign Loan Party (except for Foreign
     Loan Parties whose execution of a Foreign Security  Agreement would violate
     applicable  law or would,  in the  reasonable  good faith judgment of CCSC,
     subject the directors or officers of such Foreign Loan Party to criminal or
     other personal liability), in each case, together with the following:

               (A) all documents and instruments,  including Uniform  Commercial
          Code financing statements,  required by law or reasonably requested by
          the Administrative Agent to be filed, registered or recorded to create
          or  perfect  the Liens  intended  to be created  under the  applicable
          Security Agreement; and

               (B) a completed  Perfection  Certificate dated the Effective Date
          and  signed by an  executive  officer  or  Financial  Officer of CCSC,
          together  with all  attachments  contemplated  thereby,  including the
          results of a search of the  Uniform  Commercial  Code (or  equivalent)
          filings  made with  respect to the Loan  Parties in the  jurisdictions
          contemplated by the Perfection Certificate and copies of the financing
          statements  (or  similar  documents)  disclosed  by  such  search  and
          evidence reasonably  satisfactory to the Administrative Agent that the
          Liens  indicated by such financing  statements (or similar  documents)
          are permitted by Section 6.02 or have been released.



<PAGE>

                                                                          83

               (i) The Administrative Agent shall have received (i) counterparts
          of the U.S.  Guarantee  Agreement  signed on  behalf of each  Domestic
          Subsidiary,  (ii) if any Borrower is a Foreign  Subsidiary,  a Foreign
          Guarantee  Agreement  signed  on  behalf of each  Foreign  Loan  Party
          (except  for  Foreign  Loan  Parties  whose  execution  of  a  Foreign
          Guarantee  Agreement  would violate  applicable  law or would,  in the
          reasonable  good faith  judgment  of CCSC,  subject the  directors  or
          officers of such  Foreign  Loan Party to  criminal  or other  personal
          liability) and (iii)  counterparts  of the Indemnity,  Subrogation and
          Contribution Agreement signed on behalf of each U.S. Loan Party.

               (j) The Collateral Agent shall have received a counterpart of the
          Collateral Sharing Agreement signed on behalf of CCSC.

               (k) The  Administrative  Agent shall have received  evidence that
          the insurance  required by Section 5.04 and the Security  Documents is
          in effect.

               (l) Any  Competitive  Loans (as  defined in the  Original  Credit
          Agreement)  outstanding under the Original Credit Agreement shall have
          been repaid.
               (m) The Administrative Agent shall have received a counterpart of
          the Intercreditor Agreement signed on behalf of each party thereto.

     The Administrative Agent shall notify CCSC and the Lenders of the Effective
Date,  and such notice  shall be  conclusive  and binding.  Notwithstanding  the
foregoing,  the  amendments  to the  Original  Credit  Agreement  to be effected
pursuant to this Agreement and the  obligations of the Lenders to make Loans and
of the  Issuing  Bank to issue  Letters  of Credit  hereunder  shall not  become
effective  unless  each of the  foregoing  conditions  is  satisfied  (or waived
pursuant  to  Section  10.08) at or prior to 5:00 p.m.,  New York City time,  on
March 5, 2001 (and, in the event such conditions are not so satisfied or waived,
this Agreement shall terminate at such time).

     SECTION 4.02. Conditions to Each Credit Event. The agreement of each Lender
                   -------------------------------
to make any Loan and of the Issuing  Bank to issue,  amend,  renew or extend any
Letter  of  Credit  (such  event  being  called  a  "Credit  Event")  (excluding
                                                     -------------
continuations  and conversions of Loans)  requested to be made by it on any date
is subject to the satisfaction of the following conditions:



<PAGE>

                                                                          84

          (a) The  Administrative  Agent  shall  have  received a notice of such
     Credit Event as required by Section 2.02,  2.04 or 2.06, as applicable  (or
     such  notice  shall  have been  deemed  given in  accordance  with  Section
     2.04(b)).

          (b) The representations and warranties set forth in Article III hereof
     and in the other Loan  Documents  shall be true and  correct  with the same
     effect as if then made  (unless  stated to relate to an  earlier  date,  in
     which case such representations and warranties shall be true and correct as
     of such earlier date).

          (c) At the time of and immediately after such Credit Event, no Default
     shall have occurred and be continuing.

          (d) If the relevant Borrower is a Subsidiary Borrower, CCSC shall have
     delivered to the Administrative  Agent (i) a Subsidiary Borrower Notice and
     Designation for such Subsidiary Borrower,  countersigned by such Subsidiary
     Borrower and (ii) if such  Subsidiary  Borrower  Notice and  Designation is
     delivered after the Effective  Date,  notice of the name of such Subsidiary
     Borrower and the jurisdiction in which it is domiciled,  which notice shall
     be  delivered  at least five  Business  Days prior to the date of the first
     Borrowing by such  Subsidiary  Borrower  (and shall be  distributed  by the
     Administrative  Agent to the Lenders promptly upon receipt).  CCSC may from
     time  to  time  deliver  a  subsequent   Subsidiary   Borrower  Notice  and
     Designation with respect to such Subsidiary Borrower, countersigned by such
     Subsidiary  Borrower,  for  the  purpose  of  terminating  such  Subsidiary
     Borrower's  designation  as such, as long as on the effective  date of such
     termination,  all  Letters  of  Credit  issued  for  the  account  of  such
     Subsidiary  Borrower shall have been  terminated,  all Subsidiary  Borrower
     Obligations in respect of such Subsidiary  Borrower shall have been paid in
     full. In addition, if on any date a Subsidiary Borrower shall cease to be a
     Subsidiary,   all  Subsidiary  Borrower  Obligations  in  respect  of  such
     Subsidiary Borrower shall automatically become due and payable on such date
     and no further Loans may be borrowed by such Subsidiary Borrower hereunder.

          (e)  If  the  relevant   Borrower  is  a  Subsidiary   Borrower,   the
     Administrative  Agent  shall  have  received,  as  promptly  as  reasonably
     practicable  after the effective date of the relevant  Subsidiary  Borrower
     Notice and Designation and prior to the date of such Loan, a certificate of
     such  Subsidiary  Borrower,  substantially  in the form of  Exhibit H, with
     appropriate insertions and attachments,  satisfactory in form and substance
     to the Administrative Agent executed by the President,  any Vice President,
     the  Treasurer  or any  other  senior  officer  and  the  Secretary  or any
     Assistant  Secretary  (or, in either  case,  comparable  officers)  of such
     Subsidiary Borrower.


<PAGE>

                                                                         85

          (f) If the  relevant  Borrower is a French  Borrower,  the  Collateral
     Agent shall have received (i) a solvency certificate in the form of Exhibit
     P duly executed by a senior officer of such Subsidiary Borrower and (ii) an
     auditors'  certificate  relating to such Subsidiary Borrower in the form of
     Exhibit Q, dating from no more than three  months  prior to the date of the
     Credit Event.

Each Credit Event shall be deemed to constitute a representation and warranty by
the  applicable  Borrower  on the date of such Credit  Event,  as to the matters
specified in paragraphs (b) and (c) of this Section 4.02.


                                    ARTICLE V

                              Affirmative Covenants
                              ---------------------

     Until the  Commitments  have expired or terminated and the principal of and
interest on each Loan and all fees and other amounts payable  hereunder or under
any other Loan  Document  have been paid in full and all  Letters of Credit have
expired or terminated and all LC Disbursements  shall have been reimbursed,  the
Borrowers covenant and agree with the Lenders that:

     SECTION  5.01.  Financial  Information,  Reports,  Notices,  etc. CCSC will
                     -------------------------------------------------
furnish,  or will cause to be furnished,  to each Lender and the  Administrative
Agent  copies  of the  following  financial  statements,  reports,  notices  and
information:

          (a) as soon as available and in any event within 60 days after the end
     of each of the first three  Fiscal  Quarters of each Fiscal Year of CCSC, a
     consolidated  balance sheet of CCSC and its  Subsidiaries  as of the end of
     such Fiscal Quarter and  consolidated  statements of earnings and cash flow
     of CCSC and its  Subsidiaries  for such  Fiscal  Quarter and for the period
     commencing  at the end of the previous  Fiscal Year and ending with the end
     of such Fiscal Quarter,  certified by a Financial Officer of CCSC, it being
     understood  and agreed that the delivery of CCSC's Form 10-Q (as filed with
     the Securities and Exchange  Commission),  if certified as required in this
     clause (a), shall satisfy the requirements set forth in this clause);


<PAGE>

                                                                         86

          (b) as soon as  available  and in any event  within 120 days after the
     end of each Fiscal Year of CCSC, a copy of the annual audit report for such
     Fiscal Year for CCSC and its Subsidiaries, including therein a consolidated
     balance  sheet of CCSC and its  Subsidiaries  as of the end of such  Fiscal
     Year and consolidated  statements of earnings and cash flow of CCSC and its
     Subsidiaries  for such Fiscal  Year,  in each case  certified  (without any
     Impermissible  Qualification) in a manner acceptable to the  Administrative
     Agent  and  the  Required  Lenders  by   PricewaterhouseCoopers   or  other
     independent public accountants  reasonably acceptable to the Administrative
     Agent and the  Required  Lenders (it being  understood  and agreed that the
     delivery of CCSC's  Form 10-K (as filed with the  Securities  and  Exchange
     Commission),  if  certified as required in this clause (b),  shall  satisfy
     such delivery  requirement in this clause) together with a certificate from
     a Financial  Officer of CCSC containing a computation in reasonable  detail
     of,  and  showing  compliance  with,  each  of  the  financial  ratios  and
     restrictions  contained in Sections  6.12,  6.13 and 6.14 and to the effect
     that,  in  making  the  examination  necessary  for  the  signing  of  such
     certificate,  such  Financial  Officer has not become  aware of any Default
     that has  occurred and is  continuing,  or, if such  Financial  Officer has
     become aware of such  Default,  describing  such Default and the steps,  if
     any,  being  taken to cure it and  concurrently  with the  delivery  of the
     foregoing financial  statements,  a certificate of the accounting firm that
     reported  on  such  financial  statements  stating  whether  they  obtained
     knowledge  during  the  course  of  their  examination  of  such  financial
     statements of any Default (which  certificate  may be limited to the extent
     required by accounting rules or guidelines);

          (c) as soon as available and in any event within 60 days after the end
     of each Fiscal Quarter, a Compliance  Certificate,  executed by a Financial
     Officer  of CCSC,  showing  (in  reasonable  detail  and  with  appropriate
     calculations  and   computations  in  all  respects   satisfactory  to  the
     Administrative  Agent) compliance with the financial covenants set forth in
     Sections  6.12,  6.13 and 6.14 and  representing  as to the  absence of any
     Default;



<PAGE>

                                                                           87


          (d) no later than 30 days  following the  commencement  of each Fiscal
     Year  of  CCSC,  a  detailed  consolidated  budget  for  such  fiscal  year
     (including a projected consolidated balance sheet and related statements of
     projected  operations  and cash  flow as of the end of and for  each  month
     during such Fiscal Year) and,  promptly  when  available,  any  significant
     revisions of such budget;

          (e) as soon as possible and in any event within  three  Business  Days
     after  becoming  aware of the  occurrence of any Default,  a statement of a
     Financial  Officer of CCSC  setting  forth  details of such Default and the
     action which CCSC has taken and proposes to take with respect thereto;

          (f) as soon as possible  and in any event  within five  Business  Days
     after (i) the  occurrence  of any adverse  development  with respect to any
     litigation,  action or  proceeding  described  in Section  3.07 which could
     reasonably be expected to result in a Material  Adverse  Effect or (ii) the
     commencement of any litigation,  action or proceeding of the type described
     in Section 3.07, which could reasonably be expected to result in a Material
     Adverse  Effect or which  purports  to affect  the  legality,  validity  or
     enforceability  of  this  Agreement  or  any  other  Loan  Document  or the
     transactions  contemplated hereby or thereby,  notice thereof and copies of
     all documentation relating thereto;

          (g)  promptly  after  the  sending  or filing  thereof,  copies of all
     reports which CCSC sends to any of its security  holders,  and all reports,
     registration  statements  (other than on Form S-8 or any successor form) or
     other  materials  which  CCSC or any of its  Subsidiaries  files  with  the
     Securities and Exchange Commission or any national securities exchange;

          (h)  immediately  upon  becoming  aware of the taking of any  specific
     actions by CCSC or any other  Person to  terminate  any Pension Plan (other
     than a  termination  pursuant  to  Section  4041(b)  of ERISA  which can be
     completed  without CCSC or any ERISA Affiliate  having to provide more than
     $1,000,000  in addition to the normal  contribution  required  for the plan
     year in which termination occurs to make such Pension Plan sufficient),  or
     the failure to make a required  contribution  to any  Pension  Plan if such
     failure is sufficient to give rise to a Lien under section 302(f) of ERISA,
     or the taking of any action  with  respect  to a Pension  Plan which  could
     result in the requirement that CCSC furnish a bond or other security to the
     PBGC or such Pension Plan,  or the  occurrence of any event with respect to
     any  Pension  Plan  which  could  result in the  incurrence  by CCSC of any
     liability,  fine or penalty  which could  reasonably  be expected to have a
     Material  Adverse  Effect,  or any increase in the contingent  liability of
     CCSC with  respect  to any  post-retirement  Welfare  Plan  benefit  if the
     increase in such contingent liability which could reasonably be expected to
     have  a  Material  Adverse  Effect,   notice  thereof  and  copies  of  all
     documentation relating thereto;



<PAGE>

                                                                           88

          (i) as soon as possible,  notice of any other  development  that could
     reasonably be expected to result in a Material Adverse Effect;

          (j) on the 10th day of each month  (or,  if not a  Business  Day,  the
     Business Day  immediately  following such day) a report setting forth (i) a
     description  of the  status of CCSC's  asset sale  program  in such  detail
     reasonably  acceptable  to the  Administrative  Agent,  (ii) the  amount of
     aggregate   commitments,   aggregate   outstandings  and  aggregate  unused
     availability on such date under the Permitted Receivables Financing,  (iii)
     the  amount of  aggregate  unused  availability  on such date of  Revolving
     Credit Commitments, (iv) the aggregate amount of Permitted Investments held
     by CCSC and its  Subsidiaries on such date and (v) the aggregate  amount of
     cash held in immediately  available  funds by CCSC and its  Subsidiaries on
     such date;

          (k) such other  information  respecting  the condition or  operations,
     financial or otherwise,  of CCSC or any of its  Subsidiaries  as any Lender
     through the Administrative Agent may from time to time reasonably request.

     SECTION 5.02.  Compliance with Laws, etc. CCSC will, and will cause each of
                    --------------------------
its  Subsidiaries  to, comply in all respects with all applicable  laws,  rules,
regulations  and  orders,  except  where  such  non-compliance  would not have a
Material  Adverse Effect,  such compliance to include,  subject to the foregoing
(without limitation):

          (a)  the  maintenance  and  preservation  of  its  existence  and  its
     qualification  as a  foreign  corporation  or  partnership  (or  comparable
     foreign  qualification,  if  applicable,  in the case of any other  form of
     legal entity), and

          (b) the  payment,  before the same  become  delinquent,  of all taxes,
     assessments and  governmental  charges imposed upon it or upon its property
     except as provided in Section 5.09.



<PAGE>

                                                                           89


     SECTION 5.03. Maintenance of Properties.  CCSC will, and will cause each of
                   -------------------------
its  Subsidiaries  to,  maintain,   preserve,  protect  and  keep  its  material
properties in good repair,  working order and condition,  and make necessary and
proper repairs,  renewals and  replacements  so that its business  carried on in
connection  therewith  may be  properly  conducted  at  all  times  unless  CCSC
determines in good faith that the continued maintenance of any of its properties
is no longer economically desirable.

     SECTION 5.04. Insurance. CCSC will, and will cause each of its Subsidiaries
                   ---------
to,  maintain or cause to be maintained with  financially  sound and responsible
insurance companies (a) insurance with respect to its properties material to the
business of CCSC and its Subsidiaries  against such casualties and contingencies
and of such  types and in such  amounts as is  customary  in the case of similar
businesses  operating  in the same or similar  locations  and (b) all  insurance
required to be maintained  pursuant to the Security  Documents,  and will,  upon
request  of the  Administrative  Agent,  furnish  to each  Lender at  reasonable
intervals a  certificate  of an  Authorized  Officer of CCSC  setting  forth the
nature and extent of all insurance  maintained by CCSC and its  Subsidiaries  in
accordance  with  this  Section;  provided  that CCSC and its  Subsidiaries  may
                                  --------
self-insure  to the extent  customary for  similarly  situated  corporations  or
partnerships engaged in the same or similar business.

     SECTION  5.05.  Books and  Records.  CCSC will,  and will cause each of its
                     ------------------
Subsidiaries  to, keep books and  records  which  accurately  reflect all of its
business affairs and material  transactions and permit the Administrative  Agent
and each Lender or any of their respective representatives,  at reasonable times
and  intervals,  to visit all of its offices,  to discuss its financial  matters
with its officers and  independent  public  accountant  and, upon the reasonable
request of the Administrative Agent or a Lender, to examine (and, at the expense
of the relevant  Borrower,  photocopy  extracts  from) any of its books or other
corporate or partnership records.

     SECTION 5.06. Environmental Covenant. CCSC will, and will cause each of its
                   ----------------------
Subsidiaries to:

          (a) use and operate all of its facilities and properties in compliance
     with all Environmental Laws except for such noncompliance  which, singly or
     in the  aggregate,  will  not  have a  Material  Adverse  Effect,  keep all
     Environmental Permits in effect and remain in compliance therewith,  except
     where the  failure to keep in effect  such  Environmental  Permits,  or any
     noncompliance with the provisions thereof, will not have a Material Adverse
     Effect,  and  handle  all  Hazardous   Materials  in  compliance  with  all
     applicable  Environmental  Laws, except for any noncompliance that will not
     have a Material Adverse Effect;


<PAGE>

                                                                          90



          (b) promptly notify the Administrative Agent and provide copies of all
     written  inquiries from any local,  state or Federal  governmental  agency,
     claims,  complaints or notices  relating to the condition of its facilities
     and  properties or  compliance  with  Environmental  Laws which will have a
     Material  Adverse  Effect,  and  promptly  cure  and  have  dismissed  with
     prejudice or contest in good faith any actions and proceedings  relating to
     material non-compliance with Environmental Laws; and

          (c)   provide   such   information   and   certifications   which  the
     Administrative  Agent may reasonably  request from time to time to evidence
     compliance with this Section 5.06.

     SECTION 5.07.  Information Regarding  Collateral.  (a) CCSC will furnish to
                    ---------------------------------
the  Administrative  Agent prompt  written  notice of any change (i) in any Loan
Party's  corporate  name or in any trade name used to identify it in the conduct
of its business or in the ownership of its  properties,  (ii) in the location of
any Loan Party's chief executive  office,  its principal place of business,  any
office in which it maintains books or records relating to Collateral owned by it
or any office or facility at which Collateral owned by it is located  (including
the establishment of any such new office or facility), (iii) in any Loan Party's
identity or  corporate  structure,  (iv) in any Loan  Party's  Federal  Taxpayer
Identification  Number or (v) in any Loan Party's  jurisdiction of organization.
CCSC  agrees  not to effect or permit any change  referred  to in the  preceding
sentence unless all filings have been made under the Uniform  Commercial Code or
otherwise that are required in order for the Collateral Agent to continue at all
times  following  such  change  to have a valid,  legal and  perfected  security
interest  in all the  Collateral.  CCSC  also  agrees  promptly  to  notify  the
Administrative  Agent if any material  portion of the  Collateral  is damaged or
destroyed.

          (b) Each year, at the time of delivery of annual financial  statements
     with respect to the preceding fiscal year pursuant to clause (b) of Section
     5.01,  CCSC shall deliver to the  Administrative  Agent a certificate  of a
     Financial Officer and the chief legal officer of CCSC (i) setting forth the
     information  required  pursuant  to  Sections  1,  2,  7,  8 and  9 of  the
     Perfection  Certificate or confirming that there has been no change in such
     information since the date of the Perfection  Certificate  delivered on the
     Effective  Date  or the  date  of the  most  recent  certificate  delivered
     pursuant to this Section and (ii)  certifying  that all Uniform  Commercial
     Code financing  statements  (including  fixture filings,  as applicable) or
     other  appropriate  filings,  recordings  or  registrations,  including all
     refilings,  rerecordings and  reregistrations,  containing a description of
     the Collateral have been filed of record in each governmental, municipal or
     other appropriate office in each jurisdiction identified pursuant to clause
     (i) above to the extent  necessary  to protect  and  perfect  the  security
     interests  under the  Security  Documents  for a period of not less than 18
     months  after the date of such  certificate  (except as noted  therein with
     respect to any  continuation  statements  to be filed within such  period).


 <PAGE>

                                                                            91



     SECTION 5.08.  Existence;  Conduct of Business.  CCSC will,  and will cause
                    -------------------------------
each of its  Subsidiaries  to, do or cause to be done all  things  necessary  to
preserve,  renew and keep in full force and effect its legal  existence  and the
rights,  licenses,  permits,   privileges,   franchises,   patents,  copyrights,
trademarks  and trade names  material to the conduct of its  business;  provided
                                                                        --------
that the foregoing shall not prohibit any merger, consolidation,  liquidation or
dissolution permitted under Section 6.03.

     SECTION 5.09. Payment of Obligations. CCSC will, and will cause each of its
                   ----------------------
Subsidiaries  to, pay its  Indebtedness  and other  obligations,  including  Tax
liabilities, before the same shall become delinquent or in default, except where
(a) the  validity  or  amount  thereof  is  being  contested  in good  faith  by
appropriate proceedings,  (b) CCSC or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP, (c) such contest
effectively  suspends collection of the contested obligation and the enforcement
of any Lien securing such obligation and (d) the failure to make payment pending
such contest could not  reasonably  be expected to result in a Material  Adverse
Effect.

     SECTION 5.10.  Casualty and Condemnation.  (a) CCSC (a) will furnish to the
                    -------------------------
Administrative  Agent and the Lenders  prompt  written notice of any casualty or
other  insured  damage  to  any  material  portion  of  any  Collateral  or  the
commencement of any action or proceeding for the taking of any material  portion
of any Collateral or any part thereof or interest therein under power of eminent
domain or by condemnation or similar proceeding and (b) will ensure that the Net
Cash  Proceeds  of any such event  (whether in the form of  insurance  proceeds,
condemnation  awards or otherwise) are collected and applied in accordance  with
the applicable provisions of this Agreement and the Security Documents.



<PAGE>

                                                                           92


     SECTION 5.11. Additional Subsidiaries;  Holding Company Reorganization. (a)
                   --------------------------------------------------------
If any additional Subsidiary is formed or acquired or any existing Subsidiary is
designated as a Foreign Loan Party after the Effective  Date (other than, in the
case of newly formed or acquired Subsidiaries,  (x) a "shell" Subsidiary with no
material  assets  formed in  connection  with,  and solely for the  purpose  of,
effecting  a sale of  assets,  merger  or other  transaction  permitted  by this
Agreement  or (y) a Subsidiary  formed in  connection  with,  and solely for the
purpose  of,  a  Permitted   Receivables   Financing),   CCSC  will  notify  the
Administrative  Agent and the Lenders thereof and (i)(A) if such Subsidiary is a
Domestic  Subsidiary,  CCSC will cause such  Subsidiary to become a party to the
U.S. Guarantee Agreement, the Indemnity,  Subrogation and Contribution Agreement
and each  applicable  U.S.  Security  Document and (B) if such  Subsidiary  is a
Foreign  Subsidiary and a Subsidiary Loan Party, CCSC will cause such Subsidiary
to become a party to a Foreign Guarantee  Agreement and each applicable  Foreign
Security  Document,  in each case, in the manner provided therein,  within three
Business Days after such Subsidiary is formed or acquired and promptly take such
actions to create and perfect  Liens on such  Subsidiary's  assets to secure the
U.S.   Obligations   and/or  Foreign   Obligations,   as   applicable,   as  the
Administrative  Agent or the Required Lenders shall reasonably  request,  unless
the  execution  of any such  Agreement or the taking of any such actions by such
Foreign Subsidiary would violate applicable law or would, in the reasonable good
faith  judgment of CCSC,  subject  the  directors  or  officers of such  Foreign
Subsidiary  to  criminal  or  other  personal  liability,  and (ii)  subject  to
paragraph (c) below, if any Equity  Interests or Indebtedness of such Subsidiary
are owned by or on  behalf  of any Loan  Party,  CCSC  will  cause  certificates
evidencing  such  Equity   Interests  and  promissory   notes   evidencing  such
Indebtedness  (to the  extent  such  notes  exist at such  time)  to be  pledged
pursuant to the  applicable  Pledge  Agreement  within three Business Days after
such  Subsidiary is formed or acquired  (except  that,  if such  Subsidiary is a
Foreign Subsidiary and is not a Subsidiary Loan Party,  Equity Interests of such
Subsidiary  that are owned by or on behalf of any Borrower or a Subsidiary  Loan
Party which is a Domestic  Subsidiary and that are to be pledged pursuant to the
U.S. Pledge Agreement may be limited to 65% of the outstanding  Equity Interests
of such Subsidiary).



<PAGE>

                                                                          93



          (b) CCSC agrees that in  conjunction  with  effecting any  transaction
     pursuant to which a corporation owned,  directly or indirectly,  by CCSC or
     by the stockholders of CCSC in substantially  the same proportions as their
     ownership  of  Equity  Interests  of CCSC (a  "Holding  Company"),  whether
                                                    ----------------
     pursuant  to  a  holding  company  reorganization  or  otherwise,  acquires
     ownership of Equity Interests in CCSC so that CCSC will become a Subsidiary
     of such Holding Company,  CCSC shall cause such Holding Company to become a
     party to this  Agreement  (and at such time all  references to CCSC in this
     Agreement  shall be deemed to also be references to such Holding  Company),
     the U.S. Guarantee Agreement,  the Indemnity,  Subrogation and Contribution
     Agreement and each applicable U.S.  Security  Document and shall cause such
     Holding  Company to pledge its Equity  Interests in CCSC pursuant to a U.S.
     Pledge Agreement.

          (c) Notwithstanding any provision to the contrary in this Agreement or
     in the Pledge Agreements,  the Loan Parties shall not be required to pledge
     the Equity Interests of any Foreign  Subsidiary  (other than a Foreign Loan
     Party) so long as the value of such Equity  Interests  is not  material and
     such Foreign  Subsidiary  is organized in a  jurisdiction  that renders the
     pledging of such Equity  Interests  unreasonably  burdensome,  in each case
     determined by the Administrative  Agent based on information provided to it
     by CCSC.

     SECTION  5.12.  Further  Assurances.  (a) CCSC  will,  and will  cause each
                     -------------------
Subsidiary  Loan Party to,  execute  any and all  further  documents,  financing
statements,  agreements  and  instruments,  and take all  such  further  actions
(including the filing and recording of financing  statements,  fixture  filings,
mortgages, deeds of trust and other documents),  which may be required under any
applicable law, or which the  Administrative  Agent or the Required  Lenders may
reasonably  request,  to effectuate the  transactions  contemplated  by the Loan
Documents  or to grant,  preserve,  protect or perfect the Liens  created by the
Security  Documents  or the  validity or  priority of any such Lien,  all at the
expense of the Loan Parties.  CCSC also agrees to provide to the  Administrative
Agent, from time to time upon request,  evidence reasonably  satisfactory to the
Administrative  Agent as to the  perfection and priority of the Liens created or
intended to be created by the Security Documents.

          (b) If any material  assets  (including  any domestic real property or
     improvements thereto or any interest therein) are acquired by a Borrower or
     any  Subsidiary  Loan Party  after the  Effective  Date  (other than assets
     constituting  Collateral under a Security  Agreement that become subject to
     the Lien of such Security  Agreement upon acquisition  thereof),  CCSC will
     notify the Administrative Agent and the Lenders thereof,  and, if requested
     by the Administrative  Agent or the Required Lenders,  CCSC will cause such
     assets to be  subjected  to a Lien  securing  the U.S.  Obligations  and/or
     Foreign Obligations, as applicable, and will take, and cause the Subsidiary
     Loan Parties to take,  such  actions as shall be  necessary  or  reasonably
     requested  by the  Administrative  Agent to grant and  perfect  such Liens,
     including actions described in paragraphs (a) and (c) of this Section,  all
     at the expense of the Loan Parties, unless, in the case of any Foreign Loan
     Party,  the creation of such Lien or the taking of any such actions by such
     Foreign Loan Party would violate applicable law or would, in the reasonable
     good faith  judgment  of CCSC,  subject the  directors  or officers of such
     Foreign Loan Party to criminal or other personal liability.


<PAGE>

                                                                           94


          (c)  CCSC  shall,  and  shall  cause  its  Subsidiaries  to,  use  its
     reasonable  best  efforts  to cause the  Collateral  Agent to  receive  (i)
     counterparts  of a Mortgage  with respect to each  Mortgaged  Property duly
     executed and delivered by the record owner of such Mortgaged Property, (ii)
     a policy or policies of title insurance  issued by a nationally  recognized
     title insurance  company insuring the Lien of each such Mortgage as a valid
     first Lien on the Mortgaged Property  described therein,  free of any other
     Liens except as expressly  permitted by Section 6.02, in form and substance
     reasonably   acceptable  to  the  Collateral  Agent,   together  with  such
     endorsements,  coinsurance and reinsurance as the  Administrative  Agent or
     the Required Lenders may reasonably  request and (iii) such other customary
     documentation  with respect to the Mortgaged  Properties as the  Collateral
     Agent may reasonably require, in each case no longer than 60 days following
     the Effective Date.

          (d) CCSC shall ensure that the Collateral  Agent will receive prior to
     March 15, 2001 (i) all the French  Delegations of Dividends relating to the
     French  Borrowers  that are not French Holding  Companies,  executed by the
     parties thereto,  (ii) a delegation of dividends  relating to the dividends
     to be paid by Hellas Can to Societe de Participations  CarnaudMetalbox  SA,
     substantially in the form of the French Delegations of Dividends,  executed
     by the parties thereto and (iii) a legal opinion from the French counsel to
     the French Borrowers  relating to such delegations of dividends  reasonably
     satisfactory in form and substance to the Collateral Agent.

          (e) CCSC shall use its reasonable best efforts to cause the Collateral
     Agent to receive,  within sixty days of the date hereof,  and in a form and
     substance  reasonably  satisfactory to the Collateral Agent, (i) agreements
     pertaining to the pledge over the going  concerns  ("fonds de commerce") of
     Etablissements  Polyflex  SA, La  Francaise  de  Developpement  de la Boite
     Boissons  SA and Crown Cork  Company  France SA in favor of the  Collateral
     Agent  and (ii) a legal  opinion  from the  French  counsel  to the  French
     Borrowers relating to such pledges over the going concerns.



<PAGE>

                                                                          95


     SECTION 5.13. Use of Proceeds.  CCSC covenants and agrees that the proceeds
                   ---------------
of all Borrowings  hereunder and all Letters of Credit issued  hereunder will be
used for general  corporate  purposes;  provided  that the  proceeds of all Term
                                        --------
Loans will be applied on the  Effective  Date to pay fees and  expenses  payable
hereunder on the Effective Date, to repay any Swingline Loans outstanding and to
prepay Revolving Loans.

     SECTION 5.14. Release of Collateral. Upon the sale or other transfer of any
                   ---------------------
Collateral held under any Foreign Security Document that is permitted  hereunder
to any  Person  that is not a Loan  Party,  or,  upon the  effectiveness  of any
written  consent to the  release of the  security  interest  granted in any such
Collateral   pursuant  to  Section  10.08,   that  security  interest  shall  be
automatically  released.  In connection with such release,  the Collateral Agent
shall execute and deliver to the  appropriate  Loan Party,  at such Loan Party's
expense, all documents that such Loan Party shall reasonably request to evidence
such termination or release. Any execution and delivery of documents pursuant to
this  Section  5.14 shall be without  recourse to or warranty by the  Collateral
Agent.


                                   ARTICLE VI

                               Negative Covenants
                               ------------------

     Until the  Commitments  have expired or terminated and the principal of and
interest on each Loan and all fees and other amounts payable  hereunder or under
any other Loan  Document  have been paid in full and all  Letters of Credit have
expired or terminated and all LC Disbursements  shall have been reimbursed,  the
Borrowers covenant and agree with the Lenders that:

     SECTION 6.01. Indebtedness;  Certain Equity Securities.  (a) CCSC will not,
                   ----------------------------------------
and will not permit any Subsidiary to, create,  incur, assume or permit to exist
any Indebtedness, except:

          (i) Indebtedness created under the Loan Documents;


<PAGE>
                                                                           96



          (ii)  the  Public  Debt and the  other  Indebtedness  existing  on the
     Effective  Date and set forth in Schedule  6.01 and  extensions,  renewals,
     refinancings,  refundings and replacements of any such Indebtedness that do
     not  increase  the  outstanding  principal  amount  thereof or result in an
     earlier maturity date or decreased weighted average life thereof;

          (iii)  Indebtedness of CCSC to any Subsidiary and of any Subsidiary to
     CCSC or any other Subsidiary;  provided that Indebtedness of any Subsidiary
                                    --------
     that is not a Loan  Party to CCSC or any  Subsidiary  Loan  Party  shall be
     subject to Section 6.04;

          (iv)(A)  Guarantees by CCSC of  Indebtedness  of any Subsidiary and by
     any Subsidiary of  Indebtedness of CCSC or any other  Subsidiary;  provided
     that Guarantees by CCSC or any Subsidiary Loan Party of Indebtedness of any
     Subsidiary  that is not a Loan Party  shall be subject to Section  6.04 and
     (B)  Guarantees  by CCSC or any  Subsidiary of the  obligations  of a joint
     venture  to which CCSC or any  Subsidiary  is a party,  to the extent  such
     Guarantees constitute investments permitted to exist under Section 6.04(g);

          (v)  Indebtedness  arising  from  the  honoring  by a  bank  or  other
     financial  institution of a check draft or similar instrument drawn against
     insufficient funds in the ordinary course of business;

          (vi) Indebtedness constituting Permitted Capital Markets Debt;

          (vii)  Indebtedness  incurred in the ordinary course of business under
     corporate purchasing cards;

          (viii)  Indebtedness of CCSC or any Subsidiary incurred to finance the
     acquisition,  construction  or improvement of any fixed or capital  assets,
     including  Capital  Lease  Obligations  and  any  Indebtedness  assumed  in
     connection  with the acquisition of any such assets or secured by a Lien on
     any such assets prior to the acquisition thereof, and extensions,  renewals
     and  replacements  of  any  such  Indebtedness  that  do not  increase  the
     outstanding  principal amount thereof or result in an earlier maturity date
     or  decreased  weighted  average  life  thereof;  provided  that  (A)  such
                                                       --------
     Indebtedness is incurred prior to or within 90 days after such  acquisition
     or the completion of such construction or improvement and (B) the aggregate
     principal amount of Indebtedness  permitted by this clause (viii) shall not
     exceed $25,000,000 at any time outstanding;

<PAGE>

                                                                           97



          (ix)  Indebtedness  incurred by any  Subsidiary of CCSC which is not a
     Loan Party;

          (x)  Indebtedness  incurred  pursuant  to  any  Permitted  Receivables
     Financing; and

          (xi) other unsecured Indebtedness in an aggregate principal amount not
     exceeding $25,000,000 at any time outstanding.

          (b) CCSC will not,  nor will it permit any  Subsidiary  to,  issue any
     preferred stock or other preferred  Equity Interest which (i) matures or is
     mandatorily  redeemable pursuant to a sinking fund obligation or otherwise,
     (ii) is or may become  redeemable  or  repurchaseable  at the option of the
     holder  thereof,   in  whole  or  in  part,  or  (iii)  is  convertible  or
     exchangeable  at the  option of the  holder  thereof  for  Indebtedness  or
     preferred  stock or any other preferred  Equity Interest  described in this
     paragraph,  on or prior to, in the case of clause (i),  (ii) or (iii),  the
     first anniversary of the Revolving Credit Maturity Date.

     SECTION 6.02.  Liens. CCSC will not, and will not permit any Subsidiary to,
                    -----
create,  incur,  assume or permit to exist any Lien on any property or asset now
owned or  hereafter  acquired  by it, or assign or sell any  income or  revenues
(including accounts receivable) or rights in respect of any thereof, except:

          (a) Liens created under the Loan Documents;

          (b) Permitted Encumbrances;

          (c) any Lien  existing  on the date  hereof and set forth in  Schedule
     6.02;  provided that (i) such Lien shall not apply to any other property or
            --------
     asset of CCSC or any  Subsidiary and (ii) such Lien shall secure only those
     obligations  which it secures on the date hereof and  extensions,  renewals
     and  replacements  thereof that do not increase the  outstanding  principal
     amount thereof;

          (d)  any  Lien  existing  on  any  property  or  asset  prior  to  the
     acquisition thereof by CCSC or any Subsidiary;  provided that (A) such Lien
                                                     --------
     is not created in contemplation of or in connection with such  acquisition,
     (B) such Lien  shall not apply to any other  property  or assets of CCSC or
     any Subsidiary and (C) such Lien shall secure only those  obligations which
     it secures on the date of such  acquisition  and  extensions,  renewals and
     replacements thereof that do not increase the outstanding  principal amount
     thereof;


<PAGE>

                                                                           98



          (e) Liens on fixed or capital assets acquired, constructed or improved
     by CCSC or any Subsidiary; provided that (A) such security interests secure
                                --------
     Indebtedness  permitted  by clause  (viii)  of  Section  6.01(a),  (B) such
     security interests and the Indebtedness  secured thereby are incurred prior
     to or within 90 days  after  such  acquisition  or the  completion  of such
     construction or improvement,  (C) the Indebtedness secured thereby does not
     exceed 80% of the cost of acquiring,  constructing  or improving such fixed
     or capital  assets and (D) such security  interests  shall not apply to any
     other property or assets of CCSC or any Subsidiary;

          (f)  Liens  granted  by CCSC or any of its  Subsidiaries  or a special
     purpose,  direct or indirect wholly-owned Subsidiary of CCSC that purchases
     accounts receivable from CCSC or any of its Subsidiaries,  in each case, to
     the extent such Liens are  granted on such  accounts  receivable  to secure
     Indebtedness that is permitted by clause (x) of Section 6.01(a);

          (g) Liens granted by  Subsidiaries of CCSC which are not Loan Parties,
     provided  that such Liens secure  Indebtedness  permitted by clause (ix) of
     --------
     Section 6.01(a); and

          (h) Liens  incidental  to the  conduct  of CCSC's or any  Subsidiary's
     business or the  ownership of its property and assets;  provided,  however,
     that the aggregate  amount of  obligations  secured by all of the foregoing
     Liens  referred to in this  clause (h),  does not at any time exceed in the
     aggregate $25,000,000.

     SECTION 6.03.  Fundamental  Changes. (a) CCSC will not, and will not permit
                    --------------------
any Subsidiary to, merge into or  consolidate  with any other Person,  or permit
any other Person to merge into or consolidate with it, or liquidate or dissolve,
except that, if at the time thereof and immediately  after giving effect thereto
no Default shall have occurred and be continuing  (i) any  Subsidiary  may merge
into CCSC in a transaction in which CCSC is the surviving corporation,  (ii) any
Subsidiary  may merge with or into any  Subsidiary in a transaction in which the
surviving  entity  is a  Subsidiary  and  (if any  party  to  such  merger  is a
Subsidiary  Loan  Party) is a  Subsidiary  Loan  Party and (iii) any  Subsidiary
(other than a Borrower)  may  liquidate or dissolve if CCSC  determines  in good
faith that such  liquidation or dissolution is in the best interests of CCSC and
is not materially  disadvantageous to the Lenders; provided that any such merger
                                                   --------
involving a Person that is not a wholly owned  Subsidiary  immediately  prior to
such merger shall not be permitted unless also permitted by Section 6.04.


<PAGE>

                                                                           99


          (b)  Notwithstanding  the  foregoing,  (i) any  Subsidiary of CCSC may
     dispose  of  any  or  all of its  assets  (upon  voluntary  liquidation  or
     otherwise) to CCSC or any Subsidiary Loan Party,  and any Subsidiary  which
     is not a  Subsidiary  Loan  Party  may  dispose  of  assets  to  any  other
     Subsidiary  which is not a Subsidiary Loan Party,  (ii) any Subsidiary that
     is a "shell"  company,  which  Subsidiary  has (x) assets with an aggregate
     value not exceeding  $100,001 and (y) no  operations,  may be dissolved and
     (iii)  any  Subsidiary  of CCSC may merge  with any  Person to form a joint
     venture in which CCSC or a Subsidiary Loan Party holds an Equity  Interest,
     provided that the contribution of assets to such Subsidiary and such merger
     --------
     are permitted by Section 6.04(g).

          (c) CCSC will not,  and will not  permit any of its  Subsidiaries  to,
     engage  to  any  material  extent  in  any  material  business  other  than
     businesses of the type conducted by CCSC and its  Subsidiaries  on the date
     of execution of this Agreement and businesses reasonably related thereto.

     SECTION 6.04.  Investments,  Loans, Advances,  Guarantees and Acquisitions.
                    -----------------------------------------------------------
CCSC will not, and will not permit any of its Subsidiaries to, purchase, hold or
acquire (including  pursuant to any merger with any Person that was not a wholly
owned  Subsidiary  prior to such merger) any Equity Interests in or evidences of
indebtedness or other securities  (including any option,  warrant or other right
to  acquire  any of the  foregoing)  of,  make or  permit  to exist any loans or
advances  to,  Guarantee  any  obligations  of,  or make or  permit to exist any
investment or any other interest in, any other Person,  or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit, except:

          (a) Permitted Investments;

          (b) investments  existing on the date hereof (or in respect of which a
     binding  commitment to make such  investment  exists on the Effective Date)
     and set forth on Schedule 6.04;



<PAGE>

                                                                          100

          (c) investments by CCSC and its  Subsidiaries  in Equity  Interests in
     Subsidiary  Loan  Parties  and  investments  by  Subsidiaries  that are not
     Subsidiary Loan Parties in Equity Interests in other  Subsidiaries that are
     not Subsidiary  Loan Parties;  provided that (i) any such Equity  Interests
                                    --------
     held by a Loan  Party  shall be  pledged  pursuant  to a  Pledge  Agreement
     (subject to the  limitations  applicable  to Equity  Interests of a Foreign
     Subsidiary  referred to in Section 5.11) and (ii) the  aggregate  amount of
     investments  by Loan Parties in, and loans and advances by Loan Parties to,
     and Guarantees by Loan Parties of Indebtedness  of,  Subsidiaries  that are
     not Loan  Parties  (excluding  all such  investments,  loans,  advances and
     Guarantees existing on the Effective Date) shall not exceed $100,000,000 at
     any time outstanding;

          (d) loans or advances made by CCSC to any  Subsidiary  and made by any
     Subsidiary  to CCSC or any other  Subsidiary;  provided  that the amount of
                                                    --------
     such loans and advances made by Loan Parties to  Subsidiaries  that are not
     Loan  Parties  shall be subject to the  limitation  set forth in clause (c)
     above;

          (e) Guarantees  constituting  Indebtedness  permitted by Section 6.01;
     provided  that  the  aggregate   principal   amount  of   Indebtedness   of
     --------
     Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party
     shall be subject to the limitation set forth in clause (c) above;

          (f)  investments   received  in  connection  with  the  bankruptcy  or
     reorganization of, or settlement of delinquent  accounts and disputes with,
     customers and suppliers, in each case in the ordinary course of business;

          (g)  investments in joint ventures in an aggregate  amount  (including
     the value of all  assets  contributed  to or held by any  Subsidiary  which
     merged  or  consolidated  with  any  Person  in order  to form  such  joint
     venture),  on a cumulative  basis  subsequent  to the Effective  Date,  not
     exceeding the sum of (i)  $50,000,000,  plus (ii) the  aggregate  amount of
     dividends,  interest,  principal  payments and returns of capital  received
     from  time to  time  subsequent  to the  Effective  Date  by  CCSC  and its
     Subsidiaries in respect of investments made under this clause (g), provided
                                                                        --------
     that (A) the aggregate amount invested in joint ventures  subsequent to the
     Effective  Date  (excluding  amounts  invested in reliance upon clause (ii)
     above)  shall not at any time exceed  $50,000,000  and (B) for  purposes of
     determining  compliance  with the foregoing  limitations,  any Guarantee by
     CCSC or any Subsidiary of Indebtedness  or other monetary  obligations of a
     joint venture  shall be deemed to  constitute  an investment  therein in an
     amount  equal  to  the  Indebtedness  or  other  monetary   obligations  so
     Guaranteed;



<PAGE>

                                                                         101


          (h) loans and advances to employees of CCSC or its Subsidiaries in the
     ordinary course of business  (including,  without  limitation,  for travel,
     entertainment and relocation expenses);

          (i) investments  consisting of the purchase of the Equity Interests of
     any  Person,   if  the  purpose  and  effect  of  such  investment  is  the
     acquisition,  directly or indirectly,  of fixed or capital assets, and such
     investment is made in lieu of the purchase or  construction  by CCSC or its
     Subsidiaries of such fixed or capital assets;

          (j) investments to the extent that the consideration  paid by CCSC and
     its Subsidiaries is capital stock of CCSC;

          (k) other loans, advances and investments not in excess of $75,000,000
     outstanding  at any  time,  provided  that  the  total  amount  of Net Cash
                                 --------
     Proceeds  received from  Prepayment  Events  described in clause (a) of the
     definition  thereof since the Effective Date and applied in accordance with
     Section 2.05(d)(i) or 2.12(c) exceeds $500,000,000;

          (l) notes or other evidence of Indebtedness  acquired as consideration
     in connection  with a sale,  transfer,  lease or other  disposition  of any
     asset  by CCSC  or any of its  Subsidiaries,  to the  extent  permitted  by
     Section 6.05; and

          (m) investments in Equity Interests in any Receivables  Subsidiary and
     loans,  advances,  Guarantees  and  investments  arising  pursuant  to  any
     Permitted Receivables Financing.

     SECTION  6.05.  Asset Sales.  CCSC will not, and will not permit any of its
                     -----------
Subsidiaries  to,  sell,  transfer,  lease or  otherwise  dispose  of any asset,
including  any  Equity  Interest  owned by it,  nor will CCSC  permit  any of it
Subsidiaries to issue any additional Equity Interest in such Subsidiary, except:


<PAGE>

                                                                        102


          (a)  sales  of  inventory  or  used,  surplus,   obsolete,   outdated,
     inefficient or worn out equipment and other property in the ordinary course
     of business;

          (b)  sales,  transfers  and  dispositions  to  CCSC  or a  Subsidiary;
     provided that any such sales,  transfers or  dispositions  involving a Loan
     --------
     Party and a Subsidiary that is not a Loan Party shall be made in compliance
     with Section 6.09;

          (c) sales in connection with  sale-leasebacks  permitted under Section
     6.06;

          (d) sales of Permitted Investments;

          (e) sales and other  dispositions of accounts  receivable  pursuant to
     any Permitted Receivables Financing;

          (f) sales,  transfers and dispositions of the business units specified
     on Schedule 6.05; and

          (g) sales,  transfers  and  dispositions  of assets (other than Equity
     Interests of a  Subsidiary)  not  otherwise  permitted  under this Section;
     provided  that  the  aggregate  fair  market  value  of  all  assets  sold,
     --------
     transferred or otherwise disposed of in reliance upon this clause (g) shall
     not, in the aggregate, exceed $10,000,000 during any Fiscal Year;

provided  that all sales,  transfers,  leases and other  dispositions  permitted
--------
hereby  (other than those  permitted by clauses (a), (b) and (e) above) shall be
made for fair value and (x) for at least 80% cash consideration,  in the case of
sales, transfers,  leases and other dispositions permitted by clause (g) and (y)
for 100% cash  consideration in the case of sales,  transfers,  leases and other
dispositions permitted by clauses (c), (d) and (f).

     SECTION 6.06. Sale and Leaseback Transactions.  CCSC will not, and will not
                   -------------------------------
permit any of its  Subsidiaries  to,  enter into any  arrangement,  directly  or
indirectly,  whereby it shall sell or transfer any  property,  real or personal,
used or useful in its business,  whether now owned or hereinafter acquired,  and
thereafter  rent or lease such property or other property that it intends to use
for  substantially  the  same  purpose  or  purposes  as the  property  sold  or
transferred,  except  for any such sale of any fixed or capital  assets  that is
made for cash consideration in an amount not less than the cost of such fixed or
capital asset and is  consummated  within 90 days after CCSC or such  Subsidiary
acquires or completes the construction of such fixed or capital asset.


<PAGE>

                                                                         103


     SECTION 6.07. Hedging Agreements. CCSC will not, and will not permit any of
                   ------------------
its  Subsidiaries  to,  enter into any  Hedging  Agreement,  other than  Hedging
Agreements  entered into in the ordinary course of business to hedge or mitigate
risks to which CCSC or any  Subsidiary is exposed in the conduct of its business
or the management of its liabilities.

     SECTION 6.08.  Restricted Payments;  Certain Payments of Indebtedness.  (a)
                    ------------------------------------------------------
CCSC will not, and will not permit any  Subsidiary to, declare or make, or agree
to pay or make,  directly or indirectly,  any Restricted  Payment,  or incur any
obligation  (contingent  or  otherwise) to do so,  except (i)  Subsidiaries  may
declare and pay dividends ratably with respect to their Equity  Interests,  (ii)
CCSC may  make  Restricted  Payments  at such  times  and in such  amounts,  not
exceeding  $1,000,000 during any Fiscal Year, pursuant to and in accordance with
stock option plans or other  benefit  plans for  management or employees of CCSC
and its  Subsidiaries  and (iii)  CCSC may,  subject to  Section  6.01(b),  make
dividends consisting solely of shares of its capital stock.

          (b) CCSC will not,  and will not permit  any  Subsidiary  to,  make or
     agree  to pay or  make,  directly  or  indirectly,  any  payment  or  other
     distribution  (whether  in cash,  securities  or other  property)  of or in
     respect of principal of or interest on any Indebtedness,  or any payment or
     other  distribution  (whether  in  cash,  securities  or  other  property),
     including any sinking fund or similar deposit,  on account of the purchase,
     redemption,  retirement,  acquisition,  cancelation  or  termination of any
     Indebtedness, except:

               (i) payment of Indebtedness created under the Loan Documents;

               (ii)  payment  of  regularly  scheduled  interest  and  principal
          payments as and when due in respect of any Indebtedness;

               (iii)  refinancings of  Indebtedness  to the extent  permitted by
          Section 6.01;

               (iv) payment of secured Indebtedness that becomes due as a result
          of the voluntary  sale or transfer of the property or assets  securing
          such Indebtedness;



<PAGE>

                                                                         104


               (v) payment by Loan Parties of Indebtedness  owed to Loan Parties
          and payment by Subsidiaries which are not Loan Parties of Indebtedness
          owed to CCSC and its Subsidiaries;

               (vi) payment of Indebtedness  under revolving  credit  facilities
          permitted under clause (ix) of Section 6.01(a);

               (vii)  repurchases of any Public Debt that is scheduled to mature
          prior to December 8, 2003; and

               (viii) payment of Indebtedness  created pursuant to any Permitted
          Receivables Financing.

     SECTION 6.09.  Transactions  with  Affiliates.  CCSC will not, and will not
                    ------------------------------
permit any  Subsidiary  to, sell,  lease or  otherwise  transfer any property or
assets to, or purchase,  lease or otherwise acquire any property or assets from,
or  otherwise  engage in any other  transactions  with,  any of its  Affiliates,
except (a) transactions  that are at prices and on terms and conditions not less
favorable to CCSC or such  Subsidiary  than could be obtained on an arm's-length
basis from unrelated third parties,  (b) transactions  between or among CCSC and
the Subsidiary Loan Parties not involving any other  Affiliate and  transactions
among  Subsidiaries  not involving any Loan Party,  (c) any  Restricted  Payment
permitted  by  Section  6.08  and  (d)  pursuant  to any  Permitted  Receivables
Financing.

     SECTION 6.10.  Restrictive  Agreements.  CCSC will not, and will not permit
                    -----------------------
any Subsidiary to, directly or indirectly,  enter into, incur or permit to exist
any  agreement or other  arrangement  that  prohibits,  restricts or imposes any
condition  upon (a) the ability of CCSC or any  Subsidiary  to create,  incur or
permit to exist any Lien upon any of its property or assets,  or (b) the ability
of any Subsidiary to pay dividends or other distributions with respect to any of
its Equity  Interests or to make or repay loans or advances to CCSC or any other
Subsidiary  or to  Guarantee  Indebtedness  of  CCSC  or any  other  Subsidiary;
provided that (i) the foregoing shall not apply to  restrictions  and conditions
--------
imposed by law or by any Loan Document,  (ii) the foregoing shall not apply with
respect to assets  encumbered by Liens permitted by Section 6.02 as long as such
restriction  applies only to the asset  encumbered by such permitted Lien, (iii)
the foregoing  shall not apply to  restrictions  and conditions  existing on the
date hereof not otherwise excepted from this Section 6.10 identified on Schedule
6.10 (but shall apply to any  amendment or  modification  expanding the scope of
any such  restriction  or  condition),  (iv) the  foregoing  shall  not apply to
customary  restrictions and conditions  contained in agreements  relating to the
sale of a Subsidiary (or the assets of a Subsidiary) pending such sale, provided
such restrictions and conditions apply only to the Subsidiary that is to be sold
(or  whose  assets  are to be sold) and such sale is  permitted  hereunder,  (v)
clause  (a) of the  foregoing  shall not  apply to  restrictions  or  conditions
imposed by any  agreement  relating to secured  Indebtedness  permitted  by this
Agreement  if such  restrictions  or  conditions  apply only to the  property or
assets  securing such  Indebtedness,  (vi) clause (a) of the foregoing shall not
apply to customary  provisions  in leases and other  contracts  restricting  the
assignment  thereof and (vii) the foregoing shall not apply to restrictions  and
conditions imposed by the terms of any Permitted Receivables Financing.


<PAGE>

                                                                        105


     SECTION 6.11. Amendment of Material Documents.  CCSC will not, and will not
                   -------------------------------
permit any  Subsidiary  to, amend,  modify or waive,  in a manner adverse to the
Lenders,  any of its rights under (a) its Organic Documents or (b) any indenture
or other document evidencing or governing any of the Public Debt.

     SECTION 6.12.  Interest  Expense  Coverage Ratio.  CCSC will 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:


--------------------------------------------------------------------------------

             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
--------------------------------------------------------------------------------


<PAGE>


                                                                        106



     SECTION 6.13. Leverage Ratio. CCSC will 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
--------------------------------------------------------------------------------



     SECTION  6.14.  Asbestos  Payments.  CCSC will not, and will not permit any
                     ------------------
Subsidiary  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  Revolving   Credit  Maturity  Date  exceeding
$200,000,000 (calculated on a pre-tax basis).

     SECTION  6.15.  Debt  Repayment  Funds.  CCSC will not make,  or permit any
                     ----------------------
Subsidiary  to make,  any  payment  (whether  at  maturity  or  pursuant  to any
redemption, repurchase, acquisition or otherwise) in respect of the principal of
the 6.75%  Senior  Notes due 2003  unless,  after  giving  effect  thereto,  the
aggregate  amount of all such payments  made since the Effective  Date would not
exceed the sum of (a)  Consolidated  EBITDA  for the  period  from March 1, 2001
through  the end of the most recent  month for which  financial  information  is
available,  minus (b) Consolidated Net Interest Expense, the cash portion of tax
            -----
expense actually paid and Non-Cash Charges,  in each case to the extent added to
Consolidated Net Income for purposes of determining Consolidated EBITDA for such
period, minus (c) the sum of all additions to property,  plant and equipment and
        -----
other capital expenditures of CCSC and its consolidated  Subsidiaries that would
be set forth in a  consolidated  statement  of cash flow of CCSC for such period
prepared in accordance with GAAP,  minus (d) Asbestos  Payments made during such
                                   -----
period plus (e) the  excess,  if any,  of (i) the  aggregate  amount of Net Cash
       ----
Proceeds  received  during  the  period  from  March 1, 2001 to the date of such
payment from Prepayment  Events described in clause (a) of the definition of the
term "Prepayment Event" over (ii) the sum of (A) all Term Loans prepaid pursuant
to Section  2.05(d) and all Revolving  Credit  Commitments  reduced  pursuant to
Section  2.12(c),  in each  case to the  extent  attributable  to such  Net Cash
Proceeds, plus (B) $350,000,000.


<PAGE>

                                                                         107


                                  ARTICLE VII

                               Events of Default
                               -----------------

     SECTION 7.01. Listing of Events of Default. Each of the following events or
                   ----------------------------
occurrences  described in this Section  7.01 shall  constitute  (i) an "Event of
Default",  if any Loans, LC  Disbursements or Letters of Credit are outstanding,
and (ii) an "Event of Termination",  if no Loans, LC Disbursements or Letters of
Credit are outstanding.

          (a) Any  Borrower  shall  default (i) in the  payment  when due of any
     principal of any Loan or any reimbursement  obligation in respect of any LC
     Disbursement, (ii) in the payment when due of any interest on any Loan (and
     such  default  shall  continue  unremedied  for a period of three  Business
     Days),  or  (iii)  after  notice  (including,  without  limitation,  notice
     delivered  by way of  submission  of an invoice)  (and such  default  shall
     continue  unremedied  for a period of five days) in the payment when due of
     any Fee  described in Section  2.11 or of any other  amount  (other than an
     amount  referred to in the  foregoing  clauses (i) and (ii))  payable under
     this Agreement or any other Loan Document.

          (b) Any  representation  or  warranty  of CCSC or any other Loan Party
     made or deemed to be made  hereunder  or in any other Loan  Document or any
     other writing or certificate furnished by or on behalf of CCSC or any other
     Loan Party to the Administrative  Agent, the Issuing Bank or any Lender for
     the purposes of or in connection with this Agreement or any such other Loan
     Document is or shall be  incorrect  in any  material  respect  when made or
     deemed made.

          (c) CCSC shall default in the due performance and observance of any of
     its obligations under clause (e), (f) or (i) of Section 5.01, clause (a) of
     Section 5.02 (with respect to the  maintenance  and  preservation of CCSC's
     corporate existence) or Article VI.

          (d) CCSC or any other Loan Party shall default in the due  performance
     and observance of any agreement  (other than those  specified in paragraphs
     (a) through (c) above) contained herein or in any other Loan Document,  and
     such default shall continue unremedied for a period of 30 days after notice
     thereof  shall have been given to CCSC by the  Administrative  Agent or any
     Lender.

          (e) A default  shall occur (i) in the payment when due (subject to any
     applicable  grace period),  whether by  acceleration  or otherwise,  of any
     Material  Indebtedness  or (ii) in the  performance  or  observance  of any
     obligation or condition  with respect to any Material  Indebtedness  if the
     effect of such default referred to in this clause (ii) is to accelerate the
     maturity of any such Material Indebtedness or that enables or permits (with
     or without  the giving of notice,  the lapse of time or both) the holder or
     holders of any such Material Indebtedness or any trustee or agent on its or
     their behalf to cause any such Material  Indebtedness  to become due, or to
     require the prepayment, repurchase, redemption or defeasance thereof, prior
     to its scheduled maturity;  provided, that this clause (ii) shall not apply
                                 --------
     to any  default  under  any  such  Material  Indebtedness  of a  Subsidiary
     existing at the time it is acquired  by CCSC or another  Subsidiary  (or by
     virtue of such  acquisition) to the extent that such Indebtedness is repaid
     or prepaid in full promptly  following such acquisition  (provided that, in
                                                               --------
     any event and  notwithstanding  clause (i)  above,  such  Indebtedness  may
     remain outstanding for up to 180 days following such acquisition so long as
     the  holders  thereof  shall  not  have  exercised  remedies,   other  than
     acceleration, with respect thereto) or any such Material Indebtedness of an
     Immaterial Subsidiary.



<PAGE>

                                                                          108



          (f) Any judgment or order (or combination of judgments and orders) for
     the payment of money equal to or in excess of $50,000,000 shall be rendered
     against CCSC or any of its  Subsidiaries  (or any combination  thereof) and
     either

               (i)  enforcement  proceedings  shall have been  commenced  by any
          creditor upon such judgment or order and not stayed, or

               (ii) there shall be any period  (after any  applicable  statutory
          grace  period)  of  10  consecutive   days  during  which  a  stay  of
          enforcement  of such judgment or order,  by reason of a pending appeal
          or  otherwise,  shall not be in effect and such  judgment is not fully
          insured against by a policy or policies of insurance (with  reasonable
          or standard deductible  provisions) issued by an insurer other than an
          Affiliate of CCSC.

          (g) Any of the  following  events  shall  occur  with  respect  to any
     Pension Plan:

               (i) the taking of any specific actions by CCSC, any member of its
          Controlled  Group or any other  Person to terminate a Pension Plan if,
          as a result  of such  termination,  CCSC or any such  member  could be
          required  to  make a  contribution  to such  Pension  Plan,  or  could
          reasonably  expect to incur a liability or  obligation to such Pension
          Plan,  in  excess  of  $75,000,000;  provided,  that,  if  CCSC  or  a
                                               --------
          Subsidiary of CCSC acquires another Person,  then such amount shall be
          net of the  amount  of any  reduction  in the  purchase  price of such
          Person that is  specifically  allocable to the  assumption  by CCSC or
          such  Subsidiary of liability  under such  Person's  Pension Plan as a
          result of the acquisition, or



<PAGE>

                                                                        109


               (ii) a  contribution  failure  occurs with respect to any Pension
          Plan  sufficient to give rise to a Lien under Section  302(f) of ERISA
          which is not cured within 20 days from the date that such contribution
          was due.

          (h) Any Change in Control shall occur.

               (i)  CCSC  or any  of its  Subsidiaries  (other  than  Immaterial
          Subsidiaries)  shall (i) become  insolvent  or  generally  fail to pay
          debts as they become due;

               (ii) apply for, consent to, or acquiesce in, the appointment of a
          trustee, receiver,  sequestrator or other custodian for CCSC or any of
          such Subsidiaries or substantially all of the property of any thereof,
          or make a general assignment for the benefit of creditors;

               (iii)  in  the   absence   of  such   application,   consent   or
          acquiescence,  permit or suffer to exist the appointment of a trustee,
          receiver,  sequestrator  or  other  custodian  for CCSC or any of such
          Subsidiaries or for a substantial part of the property of any thereof,
          and such trustee, receiver,  sequestrator or other custodian shall not
          be discharged  or stayed  within 60 days,  provided that CCSC and each
          such Subsidiary hereby expressly  authorizes the Administrative  Agent
          and each  Lender  to  appear  in any  court  conducting  any  relevant
          proceeding  during such 60-day period to preserve,  protect and defend
          their rights under the Loan Documents;

               (iv)  permit  or  suffer  to  exist  the   commencement   of  any
          bankruptcy,   reorganization,   debt  arrangement  or  other  case  or
          proceeding under any bankruptcy or insolvency law, or any dissolution,
          winding up or liquidation  proceeding,  in respect of CCSC or any such
          Subsidiaries,  and, if any such case or proceeding is not commenced by
          CCSC or such Subsidiary, such case or proceeding shall be consented to
          or  acquiesced  in by CCSC or such  Subsidiary  or shall result in the
          entry of an order for relief or shall  remain for 60 days  undismissed
          and  unstayed,  provided  that  CCSC and each such  Subsidiary  hereby
          expressly  authorizes  the  Administrative  Agent  and each  Lender to
          appear in any court conducting any such case or proceeding during such
          60-day  period to preserve,  protect and defend their rights under the
          Loan Documents; or




<PAGE>

                                                                        110



               (v) take any  corporate  or  partnership  action  (or  comparable
          action, in the case of any other form of legal entity) authorizing, or
          in furtherance of, any of the foregoing.

          (j) The obligations of CCSC under Article IX or the obligations of any
     other Loan Party under the Guarantee  Agreements  shall cease to be in full
     force and effect or CCSC or any such other Loan Party shall  repudiate  its
     obligations thereunder.

          (k) Any Lien purported to be created under any Security Document shall
     fail or cease to be, or shall be  asserted  by any Loan  Party not to be, a
     valid and perfected Lien on any Collateral,  with the priority  required by
     the applicable Security Document (subject to the terms of the Intercreditor
     Agreement),  except as a result of (i) the  Collateral  Agent's  failure to
     take any action  reasonably  requested by CCSC in order to maintain a valid
     and  perfected  Lien on any  Collateral  or (ii)  any  action  taken by the
     Collateral Agent to release any Lien on any Collateral.

     SECTION 7.02.  Action if Bankruptcy.  If any Event of Default  described in
                    --------------------
clauses (i) through (v) of Section 7.01(i) shall occur,  the Commitments (if not
theretofore  terminated)  shall  automatically  terminate  and  the  outstanding
principal  amount  of all  outstanding  Loans and all  other  Obligations  shall
automatically  be and become  immediately  due and  payable,  without  notice or
demand, all of which are hereby waived by the Borrowers.

     SECTION  7.03.  Action if Other Event of  Default.  If any Event of Default
                     ---------------------------------
(other than any Event of Default described in clauses (i) through (v) of Section
7.01(i)) shall occur for any reason,  whether  voluntary or involuntary,  and be
continuing,  the  Administrative  Agent,  upon  the  direction  of the  Required
Lenders,  shall by written  notice to CCSC and each  Lender  declare  all or any
portion of the outstanding  principal amount of the Loans and other  Obligations
to be due and payable and/or the Commitments (if not theretofore  terminated) to
be  terminated,  whereupon  the full  unpaid  amount  of such  Loans  and  other
Obligations  which  shall be so  declared  due and  payable  shall be and become
immediately  due and payable,  without  further  notice,  demand or  presentment
and/or, as the case may be, the Commitments shall terminate.


<PAGE>

                                                                         111



     SECTION  7.04.  Action if Event of  Termination.  Upon the  occurrence  and
                     -------------------------------
continuation  of any Event of Termination,  the Required  Lenders may, by notice
from the  Administrative  Agent to CCSC and the  Lenders  (except if an Event of
Termination  described in clauses (i) through (v) of Section  7.01(i) shall have
occurred,  in which case the Commitments (if not theretofore  terminated) shall,
without notice of any kind,  automatically  terminate) declare their Commitments
terminated,  and  upon  such  declaration  the  Lenders  shall  have no  further
obligation  to  make  any  Loans   hereunder.   Upon  such  termination  of  the
Commitments, all accrued fees and expenses shall be immediately due and payable.



                                  ARTICLE VIII

                                   The Agents
                                   ----------

     In order to expedite the transactions  contemplated by this Agreement,  The
JPMorgan  Chase  Bank is hereby  appointed  to act as  Administrative  Agent and
Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee
of any such Lender,  hereby  irrevocably  authorizes  each of the Agents to take
such actions on behalf of such Lender or assignee and to exercise such powers as
are specifically  delegated to such Agent by the terms and provisions hereof and
of the other  Loan  Documents,  together  with such  actions  and  powers as are
reasonably  incidental thereto. Each Agent is hereby expressly authorized by the
Lenders, without hereby limiting any implied authority, (a) to receive on behalf
of the  Lenders all  payments of  principal  of and  interest on the Loans,  all
payments  and all other  amounts due to the Lenders  hereunder,  and promptly to
distribute  to each Lender its proper share of each payment so received;  (b) to
give  notice on behalf of each of the  Lenders  to any of the  Borrowers  of any
Default  specified in this  Agreement  of which such Agent has actual  knowledge
acquired in connection with its agency hereunder;  and (c) to distribute to each
Lender copies of all notices, financial statements and other materials delivered
by the Borrowers pursuant to this Agreement as received by such Agent.

     Neither Agent nor any of its Related Parties shall be liable to the Lenders
as such for any action  taken or omitted by any of them except for its or his or
her own  gross  negligence  or  wilful  misconduct,  or be  responsible  for any
statement,  warranty or  representation  herein or the  contents of any document
delivered  in  connection  herewith,  or be required to ascertain or to make any
inquiry concerning the performance or observance by any Loan Party of any of the
terms,  conditions,  covenants or agreements contained in any Loan Document. The
Agents  shall  not  be  responsible  to  the  Lenders  for  the  due  execution,
genuineness,  validity, enforceability or effectiveness of this Agreement or any
other Loan Documents or other instruments or agreements. Each Agent shall in all
cases be fully  protected in acting,  or refraining  from acting,  in accordance
with written  instructions  signed by the Required  Lenders (or, when  expressly
required hereby, all the Lenders) and, except as otherwise specifically provided
herein,  such  instructions and any action or inaction pursuant thereto shall be
binding on all the Lenders. Each Agent shall, in the absence of knowledge to the
contrary,  be entitled to rely on any  instrument or document  believed by it in
good  faith to be genuine  and  correct  and to have been  signed or sent by the
proper person or persons. Neither any Agent nor any of its Related Parties shall
have any  responsibility  to the Loan  Parties on  account of the  failure of or
delay in performance or breach by any Lender of any of its obligations hereunder
or to any Lender on account of the failure of or delay in  performance or breach
by any other Lender or the Loan Parties of any of their  respective  obligations
hereunder  or under  any  other  Loan  Document  or in  connection  herewith  or
therewith. Each Agent may execute any and all duties hereunder by or through any
of its Related Parties or any sub-agent appointed by it and shall be entitled to
rely upon the advice of legal counsel selected by it with respect to all matters
arising  hereunder  and shall not be liable for any action  taken or suffered in
good faith by it in accordance with the advice of such counsel.


<PAGE>

                                                                        112


     The Lenders hereby  acknowledge  that neither Agent shall be under any duty
to take any  discretionary  action  permitted  to be taken by it pursuant to the
provisions of any Loan Document unless it shall be requested in writing to do so
by the Required Lenders.

     Subject to the  appointment and acceptance of a successor Agent as provided
below, either Agent may resign at any time by notifying the Lenders, the Issuing
Bank and the Borrowers.  Upon any such  resignation,  the Required Lenders shall
have the right to  appoint  a  successor.  If no  successor  shall  have been so
appointed  by the  Required  Lenders and shall have  accepted  such  appointment
within 30 days after the retiring  Agent gives notice of its  resignation,  then
the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor  Agent  which  shall be a bank with an  office in New York,  New York,
having a combined  capital and surplus of at least  $500,000,000 or an Affiliate
of any such bank.  Upon the acceptance of any  appointment as an Agent hereunder
by such a successor bank, such successor shall succeed to and become vested with
all the rights,  powers,  privileges  and duties of the  retiring  Agent and the
retiring Agent shall be discharged  from its duties and  obligations  hereunder.
After an Agent's  resignation  hereunder,  the  provisions  of this  Article and
Section 10.05 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as an Agent.


<PAGE>

                                                                         113


     With  respect  to  the  Loans  made  by it  hereunder,  each  Agent  in its
individual capacity and not as an Agent shall have the same rights and powers as
any other Lender and may  exercise the same as though it were not an Agent,  and
such  Agent and its  Affiliates  may  accept  deposits  from,  lend money to and
generally  engage in any kind of business  with CCSC or any  Subsidiary or other
Affiliate thereof as if it were not an Agent.

     Each Lender  acknowledges  that it has,  independently and without reliance
upon  either  Agent  or any  other  Lender  and  based  on  such  documents  and
information  as it has  deemed  appropriate,  made its own credit  analysis  and
decision to enter into this  Agreement.  Each Lender also  acknowledges  that it
will,  independently  and without reliance upon either Agent or any other Lender
and based on such  documents and  information as it shall from time to time deem
appropriate,  continue to make its own  decisions in taking or not taking action
under or based upon this  Agreement  or any other  Loan  Document,  any  related
agreement or any document furnished hereunder or thereunder.  Each Lender hereby
authorizes the Administrative Agent to enter into the Intercreditor Agreement on
behalf of such  Lender and to exercise  its rights and  perform its  obligations
thereunder.


                                   ARTICLE IX

                                   Guarantee
                                   ---------

     SECTION 9.01.  Guarantee.  In order to induce the Administrative Agent, the
                    ---------
Issuing Bank and the Lenders to execute and deliver this  Agreement  and to make
or  maintain  the  Loans  and to  issue  Letters  of  Credit  hereunder,  and in
consideration thereof, CCSC hereby  unconditionally and irrevocably  guarantees,
as primary  obligor  and not merely as surety,  to the  Agents,  for the ratable
benefit of the Issuing Bank and the Lenders, the prompt and complete payment and
performance by each Subsidiary Borrower when due (whether at stated maturity, by
acceleration  or otherwise) of the  Subsidiary  Borrower  Obligations,  and CCSC
further  agrees  to pay any  and all  reasonable  expenses  (including,  without
limitation, all reasonable fees, charges and disbursements of counsel) which may
be paid or incurred by the Agents,  the Issuing  Bank or any Lender in enforcing
any of their  rights  under the  guarantee  contained  in this  Article  IX. The
guarantee contained in this Article IX, subject to Section 9.04, shall remain in
full force and effect until all Letters of Credit  issued for the account of any
Subsidiary  Borrower have terminated,  the Subsidiary  Borrower  Obligations are
paid in full and the Commitments are terminated,  notwithstanding that from time
to time prior thereto any  Subsidiary  Borrower may be free from any  Subsidiary
Borrower Obligations.



<PAGE>

                                                                         114


     CCSC agrees that whenever, at any time, or from time to time, it shall make
any payment to either  Agent,  the Issuing  Bank or any Lender on account of its
liability under this Article IX, it will notify such Agent, the Issuing Bank and
such Lender in writing that such payment is made under the  guarantee  contained
in this  Article  IX for  such  purpose.  No  payment  or  payments  made by any
Subsidiary  Borrower  or any other  Person or received  or  collected  by either
Agent, the Issuing Bank or any Lender from any Subsidiary  Borrower or any other
Person by virtue of any action or proceeding or any setoff or  appropriation  or
application,  at any time or from time to time, in reduction of or in payment of
the Subsidiary Borrower Obligations shall be deemed to modify,  reduce,  release
or  otherwise  affect  the  liability  of CCSC  under  this  Article  IX  which,
notwithstanding any such payment or payments, shall remain liable for the unpaid
and outstanding  Subsidiary Borrower Obligations until, subject to Section 9.04,
the Subsidiary  Borrower  Obligations  are paid in full and the  Commitments are
terminated.

     SECTION 9.02.  Amendments,  etc.,  with respect to the Subsidiary  Borrower
                    ------------------------------------------------------------
Obligations.  CCSC shall remain obligated under this Article IX  notwithstanding
-----------
that,  without any  reservation of rights against CCSC, and without notice to or
further  assent by CCSC, any demand for payment of or reduction in the principal
amount of any of the Subsidiary  Borrower  Obligations  made by the Agents,  the
Issuing Bank or any Lender may be  rescinded by the Agents,  the Issuing Bank or
such Lender, and any of the Subsidiary Borrower Obligations  continued,  and the
Subsidiary Borrower Obligations, or the liability of any other party upon or for
any part thereof,  or any collateral  security or guarantee therefor or right of
offset with respect  thereto,  may,  from time to time,  in whole or in part, be
renewed,  extended,  amended,  modified,   accelerated,   compromised,   waived,
surrendered or released by the Agents,  the Issuing Bank or any Lender, and this
Agreement and any other documents executed and delivered in connection  herewith
may be amended,  modified,  supplemented or terminated,  in whole or in part, as
the Lenders (or the  Required  Lenders,  as the case may be) may deem  advisable
from time to time, and any collateral security,  guarantee or right of offset at
any time held by the Agents,  the Issuing  Bank or any Lender for the payment of
the Subsidiary Borrower Obligations may be sold, exchanged,  waived, surrendered
or released.  Neither the Agents, the Issuing Bank nor any Lender shall have any
obligation to protect, secure, perfect or insure any lien at any time held by it
as  security  for the  Subsidiary  Borrower  Obligations  or for  the  guarantee
contained in this Article IX or any property subject thereto.


<PAGE>

                                                                        115


     SECTION 9.03. Guarantee Absolute and Unconditional. CCSC waives any and all
                   ------------------------------------
notice of the creation,  renewal,  extension or accrual of any of the Subsidiary
Borrower  Obligations  and notice of or proof of  reliance  by the  Agents,  the
Issuing  Bank or any Lender upon the  guarantee  contained in this Article IX or
acceptance  of the  guarantee  contained  in this  Article  IX;  the  Subsidiary
Borrower Obligations, and any of them, shall conclusively be deemed to have been
created,  contracted or incurred,  or renewed,  extended,  amended or waived, in
reliance  upon the  guarantee  contained  in this  Article IX, and all  dealings
between CCSC or the Subsidiary  Borrowers,  on the one hand, and the Agents, the
Issuing  Bank and the  Lenders,  on the other,  shall  likewise be  conclusively
presumed  to have  been  had or  consummated  in  reliance  upon  the  guarantee
contained  in this  Article  IX. The Agents  will,  to the extent  permitted  by
applicable law, request payment of any Subsidiary  Borrower  Obligation from the
applicable  Subsidiary  Borrower before making any claim against CCSC under this
Article IX, but will have no further  obligation to proceed against a Subsidiary
Borrower or to defer for any period a claim  against CCSC  hereunder.  Except as
expressly   provided  in  the  preceding   sentence,   CCSC  waives   diligence,
presentment,  protest, demand for payment and notice of default or nonpayment to
or upon CCSC or any Subsidiary  Borrower with respect to the Subsidiary Borrower
Obligations.  The guarantee contained in this Article IX shall be construed as a
continuing,  absolute and  unconditional  guarantee of payment without regard to
(a) the validity or enforceability of this Agreement or any other Loan Document,
any of the Subsidiary  Borrower  Obligations or any collateral security therefor
or guarantee or right of offset with respect thereto at any time or from time to
time held by either  Agent,  the Issuing  Bank or any Lender,  (b) the  legality
under  applicable laws of repayment by the relevant  Subsidiary  Borrower of any
Subsidiary  Borrower   Obligations  or  the  adoption  of  any  applicable  laws
purporting to render any Subsidiary Borrower  Obligations null and void, (c) any
defense, setoff or counterclaim (other than a defense of payment or performance)
which may at any time be available  to or be asserted by CCSC or the  applicable
Subsidiary  Borrower against the Agents,  the Issuing Bank or any Lender, or (d)
any other  circumstance  whatsoever  (with or without  notice to or knowledge of
CCSC or any Subsidiary  Borrower)  which  constitutes,  or might be construed to
constitute,  an equitable or legal discharge of any Subsidiary  Borrower for any
Subsidiary  Borrower  Obligations,  or of CCSC under the guarantee  contained in
this Article IX, in bankruptcy or in any other instance.  When either Agent, the
Issuing  Bank or any  Lender is  pursuing  its rights  and  remedies  under this
Article IX against CCSC,  either Agent,  the Issuing Bank or any Lender may, but
shall be under no obligation  to, pursue such rights and remedies as it may have
against any  Subsidiary  Borrower or any other Person or against any  collateral
security or guarantee for the  Subsidiary  Borrower  Obligations or any right of
offset with respect  thereto,  and any failure by either Agent, the Issuing Bank
or any Lender to pursue such other rights or remedies or to collect any payments
from any  Subsidiary  Borrower or any such other  Person or to realize  upon any
such  collateral  security or guarantee or to exercise any such right of offset,
or any release of any  Subsidiary  Borrower  or any such other  Person or of any
such collateral  security,  guarantee or right of offset, shall not relieve CCSC
of any  liability  under  this  Article  IX,  and shall not impair or affect the
rights and remedies,  whether express,  implied or available as a matter of law,
of the Agents, the Issuing Bank and the Lenders against CCSC.



<PAGE>

                                                                         116



     SECTION 9.04.  Reinstatement.  The  guarantee  contained in this Article IX
                    -------------
shall continue to be effective, or be reinstated,  as the case may be, if at any
time payment, or any part thereof, of any of the Subsidiary Borrower Obligations
is rescinded  or must  otherwise  be restored or returned by either  Agent,  the
Issuing  Bank  or any  Lender  upon  the  insolvency,  bankruptcy,  dissolution,
liquidation or reorganization of any Subsidiary  Borrower or upon or as a result
of the  appointment of a receiver,  intervenor or conservator  of, or trustee or
similar  officer for, any  Subsidiary  Borrower or any  substantial  part of its
property, or otherwise, all as though such payments had not been made.

     SECTION 9.05. Payments.  CCSC hereby agrees that any payments in respect of
                   --------
the Subsidiary Borrower  Obligations pursuant to Article IX will be paid without
setoff or  counterclaim,  at the  option  of the  Issuing  Bank or the  relevant
Lender(s),  in Dollars or in the applicable  Alternative  Committed Currency (if
applicable) at the applicable  office of the  Administrative  Agent specified in
Section 10.01.


<PAGE>

                                                                         117


     SECTION 9.06.  Independent  Obligations.  The obligations of CCSC under the
                    ------------------------
guarantee  contained in this Article IX are  independent  of the  obligations of
each  Subsidiary  Borrower,  and a separate action or actions may be brought and
prosecuted  against  CCSC  whether or not the  relevant  Subsidiary  Borrower is
joined in any such action or actions.  CCSC waives, to the full extent permitted
by law,  the  benefit of any  statute of  limitations  affecting  its  liability
hereunder or the  enforcement  thereof.  Any payment by the relevant  Subsidiary
Borrower or other circumstance which operates to toll any statute of limitations
as to such Subsidiary  Borrower shall operate to toll the statute of limitations
as to CCSC.


                                   ARTICLE X

                                 Miscellaneous
                                 -------------

     SECTION 10.01.  Notices. (a) Notices and other communications  provided for
                     -------
herein shall be in writing and shall be  delivered by hand or overnight  courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

          (i) if to CCSC,  to it at One Crown  Way,  Philadelphia,  Pennsylvania
     19154, attention of Mr. Michael B. Burns; (Telecopy No. (215) 676-6011);

          (ii) if to any  Borrower  other than CCSC,  to it at the  address  set
     forth in the applicable Subsidiary Borrower Notice and Designation,  with a
     copy to CCSC at the address set forth above;

          (iii) if to either  Agent (x) at its London  office to JPMorgan  Chase
     Bank,  London, 9 Thomas More Street,  London E1W 9YT,  Attention of Stephen
     Clarke  (Telecopy  No.  44-207-777-2360  or 2085),  with a copy to JPMorgan
     Chase Bank,  Agency Services Group,  One Chase Manhattan  Plaza, 8th Floor,
     New York, New York 10081,  Attention of Sonia Rosario-Cancar  (Telecopy No.
     (212)  552-5658)  and (y) at its New York  office to  JPMorgan  Chase Bank,
     Agency  Services  Group,  at its  address in (x) above,  with copies to (A)
     JPMorgan  Chase  Bank,  at 270 Park  Avenue,  New  York,  New  York  10017,
     Attention of Douglas Ogle  (Telecopy  No. (212)  270-5120) and (B) JPMorgan
     Chase Bank, London, at its address in (x) above;



<PAGE>

                                                                          118


          (iv) if to the Issuing Bank, to it at JPMorgan Chase Bank, at 270 Park
     Avenue, New York, New York 10017,  Attention of Charles Freedgood (Telecopy
     No. (212) 622-4834); and

          (v) if to a Lender,  to it at its  address  (or  telecopy  number) set
     forth  in  Schedule  2.01  or its  Administrative  Questionnaire  or in the
     Assignment and Acceptance pursuant to which such Lender shall have become a
     party hereto.

All notices and other  communications  given to any party  hereto in  accordance
with the provisions of this Agreement  shall be deemed to have been given on the
date of receipt if  delivered by hand or  overnight  courier  service or sent by
telecopy  or on the date five  Business  Days after  dispatch  by  certified  or
registered  mail if mailed,  in each case  delivered,  sent or mailed  (properly
addressed) to such party as provided in this Section 10.01 or in accordance with
the latest  unrevoked  direction  from such party given in accordance  with this
Section 10.01.

          (b) CCSC shall  forthwith on demand  indemnify each Lender against any
     loss or  liability  which that Lender  incurs (and that Lender shall not be
     liable to any Borrower in any respect) solely as a consequence of:

               (i) any  Person to whom any notice or  communication  under or in
          connection  with this  Agreement  is sent by the  Borrower by telecopy
          failing to  receive  that  notice or  communication  (unless  directly
          caused by that Person's gross negligence or wilful default); or

               (ii) any telecopy  communication which reasonably appears to that
          Lender to have been sent by any Borrower having in fact been sent by a
          Person other than such Borrower.

     SECTION  10.02.   Survival  of  Agreement.   All   covenants,   agreements,
                       -----------------------
representations  and  warranties  made  by  the  Borrowers  herein  and  in  the
certificates  or other  instruments  prepared or delivered in connection with or
pursuant to this  Agreement or any other Loan  Document  shall be  considered to
have been relied upon by the other  parties  hereto and shall survive the making
by the Lenders of the Loans and issuance of any Letters of Credit, regardless of
any  investigation   made  by  any  such  other  party  or  on  its  behalf  and
notwithstanding  that the  Administrative  Agent, the Issuing Bank or any Lender
may have had notice or knowledge of any Default or incorrect  representation  or
warranty at the time any credit is  extended  hereunder,  and shall  continue in
full force and effect as long as the principal of or any accrued interest on any
Loan or any Fee or any other amount  payable  under this  Agreement or any other
Loan Document is  outstanding  and unpaid or any Letter of Credit is outstanding
and so long as the  Commitments  have not been  terminated.  The  provisions  of
Sections 2.16, 2.17, 2.18 and 10.05 and Article VIII shall survive and remain in
full  force  and  effect  regardless  of the  consummation  of the  transactions
contemplated  hereby,  the repayment of the Loans, the expiration or termination
of the  Letters  of  Credit  and  the  Commitments  or the  termination  of this
Agreement or any provision hereof.



<PAGE>

                                                                         119




     SECTION  10.03.  Binding  Effect.  Subject to Section 4.01,  this Agreement
                      ---------------
shall  become  effective  when it  shall  have  been  executed  by CCSC  and the
Administrative  Agent and when the  Administrative  Agent  shall  have  received
counterparts  hereof which, when taken together,  bear the signatures of each of
the other parties hereto,  and thereafter shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns.

     SECTION 10.04.  Successors and Assigns.  (a) Whenever in this Agreement any
                     ----------------------
of the parties hereto is referred to, such reference  shall be deemed to include
the permitted  successors and assigns of such party  (including any Affiliate of
the Issuing Bank that issues any Letter of Credit); and all covenants,  promises
and agreements by or on behalf of the Borrowers,  the Agents or the Lenders that
are  contained  in this  Agreement  shall bind and inure to the benefit of their
respective  successors  and  assigns.  Nothing in this  Agreement,  expressed or
implied,  shall be construed  to confer upon any Person  (other than the parties
hereto, their respective  successors and assigns permitted hereby (including any
Affiliate of the Issuing  Bank that issues any Letter of Credit) and,  solely to
the extent expressly  contemplated hereby, the Affiliates of each of the Agents,
the  Issuing  Bank  and the  Lenders  and each of  their  respective  directors,
officers and employees) any legal or equitable  right,  remedy or claim under or
by reason of this Agreement.


<PAGE>


                                                                        120


          (b) Each Lender may assign to one or more  assignees  all or a portion
     of its interests,  rights and obligations  under this Agreement  (including
     all or a portion of its  Commitment and the Loans at the time owing to it);
     provided, however, that (i) except in the case of an assignment to a Lender
     -----------------
     or a Lender Affiliate,  CCSC and the Administrative Agent (and, in the case
     of  any  assignment  of a  Revolving  Credit  Commitment  or  any  Lender's
     obligations  in respect  of its LC  Exposure  or  Swingline  Exposure,  the
     Issuing  Bank and the  Swingline  Lender)  must give  their  prior  written
     consent  to  such  assignment  (which  consent  shall  not be  unreasonably
     withheld,  it being  agreed that  neither  CCSC,  the Issuing  Bank nor the
     Swingline  Lender will be deemed to act  unreasonably  if it shall withhold
     consent  on  the  basis  of  reasonable  concerns  relating  to a  proposed
     assignee's  creditworthiness  or  reputation),   (ii)  the  amount  of  the
     Commitment or Loans of the assigning Lender subject to each such assignment
     (determined as of the date the  Assignment  and Acceptance  with respect to
     such assignment is delivered to the Administrative Agent) shall not be less
     than (x) $4,350,000 or (y) if the  adjustments set forth in Section 2.12(f)
     have occurred,  $4,500,000 (or, in either case,  (A)if the aggregate amount
     of the Commitment or Loans of the assigning Lender is a lesser amount,  the
     entire amount of such  Commitment or Loans,  or (B) in any other case, such
     lesser amount as CCSC and the Administrative  Agent otherwise agree), (iii)
     each partial  assignment  shall be made as an assignment of a proportionate
     part of all the  assigning  Lender's  rights  and  obligations  under  this
     Agreement, except that this clause (iii) shall not be construed to prohibit
     the assignment of a proportionate part of all the assigning Lender's rights
     and  obligations  in respect of one Class of  Commitments  and Loans,  (iv)
     except in the case of the  assignment  to an Affiliate of such Lender or an
     assignment  required to be made  pursuant to Section  2.21,  the parties to
     each such assignment shall execute and deliver to the Administrative  Agent
     an Assignment and  Acceptance,  together with a processing and  recordation
     fee of $3,500, (v) the assignee, if it shall not be a Lender, shall deliver
     to the  Administrative  Agent an Administrative  Questionnaire and (vi) the
     Tranche B  Revolving  Lenders  may only make  such  assignment  to a Person
     qualified to carry out banking  activities in the European Union;  provided
                                                                        --------
     further that any consent of CCSC  otherwise  required  under this paragraph
     -------
     shall  not be  required  if an  Event of  Default  under  Section  7.01 has
     occurred and is continuing. Subject to acceptance and recording pursuant to
     paragraph  (e) of this Section  10.04,  from and after the  effective  date
     specified in each Assignment and Acceptance,  which effective date shall be
     at least five Business Days after the execution  thereof,  (A) the assignee
     thereunder  shall be a party  hereto  and,  to the  extent of the  interest
     assigned by such Assignment and Acceptance, have the rights and obligations
     of a Lender under this Agreement,  and (B) the assigning Lender  thereunder
     shall,  to the  extent of the  interest  assigned  by such  Assignment  and
     Acceptance,  be released from its obligations under this Agreement (and, in
     the case of an  Assignment  and  Acceptance  covering all or the  remaining
     portion  of  an  assigning  Lender's  rights  and  obligations  under  this
     Agreement,  such Lender shall cease to be a party hereto but shall continue
     to be entitled to the benefits of Sections 2.16,  2.17,  2.18 and 10.05, as
     well as to any  Fees  accrued  for its  account  and  not  yet  paid).  Any
     assignment  or  transfer  by a Lender of rights or  obligations  under this
     Agreement  that does not comply  with this  paragraph  shall be treated for
     purposes of this Agreement as a sale by such Lender of a  participation  in
     such  rights and  obligations  in  accordance  with  paragraph  (f) of this
     Section.



<PAGE>

                                                                         121


          (c) By executing  and  delivering an Assignment  and  Acceptance,  the
     assigning Lender thereunder and the assignee  thereunder shall be deemed to
     confirm  to and agree  with each  other  and the  other  parties  hereto as
     follows:  (i) such  assigning  Lender  warrants  that it is the  legal  and
     beneficial  owner of the interest being assigned  thereby free and clear of
     any adverse claim and that its Commitment,  and the outstanding balances of
     its Loans and  participations  in  Swingline  Loans,  in each case  without
     giving effect to assignments  thereof which have not become effective,  are
     as set forth in such Assignment and Acceptance, (ii) except as set forth in
     (i) above,  such assigning Lender makes no  representation  or warranty and
     assumes no  responsibility  with respect to any  statements,  warranties or
     representations  made  in or in  connection  with  this  Agreement,  or the
     execution, legality, validity, enforceability,  genuineness, sufficiency or
     value of this Agreement, any other Loan Document or any other instrument or
     document furnished  pursuant hereto, or the financial  condition of CCSC or
     any  Subsidiary or the  performance or observance by CCSC or any Subsidiary
     of any of its obligations under this Agreement,  any other Loan Document or
     any other  instrument or document  furnished  pursuant  hereto;  (iii) such
     assignee  represents  and warrants  that it is legally  authorized to enter
     into such  Assignment and Acceptance;  (iv) such assignee  confirms that it
     has  received a copy of this  Agreement,  together  with copies of the most
     recent financial statements, if any, delivered pursuant to Section 5.01 and
     such other documents and  information as it has deemed  appropriate to make
     its own credit  analysis  and  decision to enter into such  Assignment  and
     Acceptance;  (v) such assignee will independently and without reliance upon
     either Agent,  such assigning  Lender or any other Lender and based on such
     documents  and  information  as it  shall  deem  appropriate  at the  time,
     continue to make its own credit  decisions  in taking or not taking  action
     under this Agreement; (vi) such assignee appoints and authorizes each Agent
     to take such  action as agent on its behalf  and to  exercise  such  powers
     under this  Agreement as are  delegated to such Agent by the terms  hereof,
     together with such powers as are reasonably  incidental thereto;  and (vii)
     such assignee  agrees that it will perform in  accordance  with their terms
     all the obligations which by the terms of this Agreement are required to be
     performed by it as a Lender.



<PAGE>

                                                                          122


          (d) The Administrative  Agent,  acting for this purpose as an agent of
     the Borrowers, shall maintain at one of its offices in The City of New York
     a copy of each Assignment and Acceptance delivered to it and a register for
     the  recordation  of the  names  and  addresses  of the  Lenders,  and  the
     Commitment of, and principal amount of the Loans and LC Disbursements,  and
     participations  in Swingline  Loans,  owing to, each Lender pursuant to the
     terms  hereof  from time to time  (the  "Register").  Except to the  extent
                                              --------
     inconsistent  with Section  2.08(d),  the entries in the Register  shall be
     conclusive and the Borrowers,  the Agents, the Issuing Bank and the Lenders
     may treat each Person  whose name is recorded in the  Register  pursuant to
     the terms hereof as a Lender  hereunder for all purposes of this Agreement,
     notwithstanding notice to the contrary. The Register shall be available for
     inspection  by the  Borrowers,  the  Issuing  Bank and any  Lender,  at any
     reasonable time and from time to time upon reasonable prior notice.

          (e) Upon its receipt of a duly  completed  Assignment  and  Acceptance
     executed  by  an  assigning  Lender  and  an  assignee,  an  Administrative
     Questionnaire  completed  in respect of the  assignee  (unless the assignee
     shall already be a Lender  hereunder),  the processing and  recordation fee
     referred to in paragraph (b) above and, if required, the written consent of
     CCSC, the Issuing Bank, the Swingline Lender and the  Administrative  Agent
     to  such  assignment,  the  Administrative  Agent  shall  (i)  accept  such
     Assignment and Acceptance, (ii) record the information contained therein in
     the  Register  and (iii) give  prompt  notice  thereof to the  Lenders.  No
     assignment  shall be effective  unless it has been recorded in the Register
     as provided in this paragraph (e).


<PAGE>

                                                                         123


          (f) Each Lender may without the consent of CCSC, the Swingline Lender,
     the Issuing Bank or the Administrative  Agent sell participations to one or
     more banks or other entities (each, a "Participant") in all or a portion of
                                            -----------
     its rights and obligations under this Agreement (including all or a portion
     of its Commitment and the Loans owing to it); provided,  however,  that (i)
                                                   ------------------
     such Lender's obligations under this Agreement shall remain unchanged, (ii)
     such Lender shall remain solely responsible to the other parties hereto for
     the  performance  of such  obligations,  (iii)  each  Participant  shall be
     entitled  to the benefit of the cost  protection  provisions  contained  in
     Sections 2.16, 2.17 and 2.18 and the provisions of Section 5.01 to the same
     extent as if they were Lenders and had acquired its interest by  assignment
     pursuant  to  paragraph  (b)  of  this  Section  10.04  (provided  that  no
                                                              --------
     participant  shall be entitled to receive  any greater  amount  pursuant to
     such  Sections  than the  Lender  would  have been  entitled  to receive in
     respect  of  the  interest   transferred   unless  such  transfer  to  such
     Participant  is made with CCSC's prior  written  consent,  except that this
     proviso  shall  not  apply to any  Tranche A  Revolving  Lender  which is a
     Participant in a Tranche B Revolving  Loan),  and (iv) the  Borrowers,  the
     Agents,  the Issuing Bank and the Lenders shall continue to deal solely and
     directly  with such  Lender in  connection  with such  Lender's  rights and
     obligations under this Agreement,  and (except in the case of a Participant
     that is a Tranche A  Revolving  Lender  and  holds a  participation  in the
     Tranche B Revolving  Credit  Commitment  or Tranche B  Revolving  Loan of a
     Tranche B Revolving  Lender) such Lender shall retain the sole right (which
     each Lender  agrees  will not be limited by the terms of any  participation
     agreement  or other  agreement  with a  participant)  to  enforce  the Loan
     Documents  and to  approve  any  amendment,  modification  or waiver of any
     provision of the Loan  Documents  (other  than,  without the consent of the
     Participant,  amendments,  modifications or waivers  described in the first
     proviso  of  Section   10.08(b)   that  affect  such   Participant)  except
     JPMorgan Chase  Bank, London  may  allocate any  proportion of its  Tranche
     B Revolving Credit Commitment or Tranche B Revolving Loans in order to vote
     separate   portions  thereof  in  accordance  with  the  direction  of  any
     Participant  that (x) purchased any such portion on or before the Amendment
     and  Restatement  Effective  Date and (y) was a Tranche B Revolving  Lender
     immediately  prior to such purchase.  To the extent  permitted by law, each
     Participant  also shall be  entitled to the  benefits  of Section  10.06 as
     though it were a Lender,  provided such Participant agrees to be subject to
     Section 2.20 as though it were a Lender.

          (g) Any Lender or participant  may, in connection  with any assignment
     or participation or proposed  assignment or participation  pursuant to this
     Section 10.04, disclose to the assignee or participant or proposed assignee
     or  participant  any  information  relating  to CCSC  and its  Subsidiaries
     furnished  to such  Lender  by or on  behalf  of any of the  Loan  Parties;
     provided that,  prior to any such  disclosure of information  designated by
     --------
     any Borrower as confidential, each such assignee or participant or proposed
     assignee or participant shall execute an agreement whereby such assignee or
     participant  shall agree (subject to customary  exceptions) to preserve the
     confidentiality of such confidential information.

          (h) Any Lender may at any time pledge or assign a security interest in
     all or any portion of its rights under this Agreement to secure obligations
     of such Lender, including any pledge or assignment to secure obligations to
     a Federal  Reserve Bank and this Section  10.04 shall not apply to any such
     pledge or assignment of a security  interest;  provided that no such pledge
                                                    --------
     or assignment of a security interest shall release a Lender from any of its
     obligations  hereunder or substitute  any such pledgee or assignee for such
     Lender  as a  party  hereto.  In  order  to  facilitate  such a  pledge  or
     assignment,  each Borrower shall,  at the request of the assigning  Lender,
     duly execute and deliver to the assigning Lender a promissory note or notes
     evidencing  the  Loans  made  to  such  Borrower  by the  assigning  Lender
     hereunder.



<PAGE>

                                                                          124


          (i) The Borrowers  shall not assign or delegate any of their rights or
     duties  hereunder  without the prior written consent of the  Administrative
     Agent and each Lender,  and any attempted  assignment  without such consent
     shall be null and void;  provided that any  Subsidiary  Borrower may assign
                              --------
     and  delegate  any of its rights or  obligations  hereunder  to one or more
     other Subsidiary  Borrowers which shall assume the same upon notice and the
     delivery of a reasonably  satisfactory  assignment and assumption agreement
     and a  Subsidiary  Borrower  Closing  Certificate  (modified  to reflect an
     assignment  rather than the making of a Loan) to the  Administrative  Agent
     but without any prior  consent.  With  respect to any Loan with  respect to
     which CCSC is the  Borrower,  CCSC may assign or delegate  (pursuant  to an
     agreement  of  assignment  and  acceptance  approved by the  Administrative
     Agent, which approval shall not be unreasonably withheld, and upon delivery
     of a  Subsidiary  Borrower  Closing  Certificate  (modified  to  reflect an
     assignment rather than the making of a Loan)) to a Subsidiary Borrower such
     of CCSC's  rights or  obligations  pursuant  to such Loan as are  rights or
     obligations such Subsidiary  Borrower would have assumed if such Subsidiary
     Borrower  were the original  Borrower with respect to such Loan pursuant to
     Section  2.01,  and CCSC may not  assign or  delegate  any other  rights or
     obligations  with  respect to such Loan or otherwise  hereunder,  including
     without limitation CCSC's  obligations  pursuant to Section 2.11 or Article
     IX.

     SECTION 10.05. Expenses; Indemnity. (a) The Borrowers jointly and severally
                    -------------------
agree  to  pay  (i)  all  reasonable  out-of-pocket  expenses  incurred  by  the
Administrative  Agent,  the Collateral  Agent and their  respective  Affiliates,
including the reasonable fees,  charges and  disbursements of Cravath,  Swaine &
Moore, counsel for the Administrative  Agent, in connection with the syndication
of the credit facilities provided for herein, the preparation and administration
of this  Agreement  and the  other  Loan  Documents  or in  connection  with any
amendments,  modifications  or  waivers  of the  provisions  hereof  or  thereof
(whether or not the transactions hereby contemplated shall be consummated), (ii)
all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the  issuance,  amendment,  renewal or extension of any Letter of Credit or
any  demand  for  payment  thereunder  and  (iii) all  reasonable  out-of-pocket
expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing
Bank, or any Lender in connection  with the  enforcement  or protection of their
rights in  connection  with this  Agreement  (including  its  rights  under this
Section), the other Loan Documents or the Loans made or Letters of Credit issued
hereunder,  including  all  such  out-of-pocket  expenses  incurred  during  any
workout,  restructuring  or  negotiations in respect of such Loans or Letters of
Credit,  and,  in  connection  with  any such  enforcement  or  protection,  the
reasonable  fees,  charges  and  disbursements  of any  other  counsel  for  the
Administrative  Agent,  the  Collateral  Agent,  the Issuing Bank or any Lender,
provided, however, that the Borrowers shall not be obligated to pay for expenses
-----------------
incurred by a Lender in connection  with the  assignment of Loans to an assignee
Lender  (except  pursuant to Section 2.21) or the sale of Loans to a participant
pursuant to Section 10.04.



<PAGE>

                                                                          125


          (b) The  Borrowers  jointly  and  severally  agree  to  indemnify  the
     Administrative  Agent, the Collateral Agent, the Issuing Bank, each Lender,
     each Affiliate of any of the foregoing Persons and each of their respective
     Related  Parties  (other than agents or  advisors)  (each such Person being
     called an "Indemnitee") against, and to hold each Indemnitee harmless from,
                ----------
     any and all losses,  claims,  damages,  liabilities and related  reasonable
     expenses,  including  reasonable  counsel fees,  charges and disbursements,
     incurred by or asserted  against any Indemnitee  arising out of, in any way
     connected  with,  or as a result of (i) the  execution  or delivery of this
     Agreement  or any  other  Loan  Document  or any  agreement  or  instrument
     contemplated  thereby,  the performance by the parties hereto or thereto of
     their  respective   obligations  thereunder  or  the  consummation  of  the
     Transactions and the other transactions  contemplated thereby, (ii) the use
     of the proceeds of the Loans or Letters of Credit (including any refusal by
     the Issuing Bank to honor a demand for payment  under a Letter of Credit if
     the  documents  presented  in  connection  with such demand do not strictly
     comply  with  the  terms  of such  Letter  of  Credit),  (iii)  any  claim,
     litigation,  investigation or proceeding  relating to any of the foregoing,
     whether or not any  Indemnitee  is a party  thereto,  or (iv) any actual or
     alleged presence or Release of Hazardous Materials on any property owned or
     operated by CCSC or any of the Subsidiaries, or any Environmental Liability
     or  Environmental  Claim  related  in any way to CCSC or the  Subsidiaries;
     provided that such indemnity shall not, as to any Indemnitee,  be available
     --------
     to the extent that such losses,  claims,  damages,  liabilities  or related
     reasonable  expenses  arise  (a)  in  connection  with  any  action  by any
     stockholder  or creditor of the Indemnitee (in its capacity as such) or (b)
     by reason of the Indemnitee's gross negligence or wilful misconduct.


<PAGE>

                                                                       126


          (c) To the extent that any Borrower  fails to pay any amount  required
     to be paid by it to either Agent,  the Issuing Bank or the Swingline Lender
     under paragraph (a) or (b) of this Section, each Lender severally agrees to
     pay to such Agent,  the Issuing Bank or the Swingline  Lender,  as the case
     may be, such  Lender's pro rata share  (determined  as of the time that the
     applicable  unreimbursed  expense or  indemnity  payment is sought) of such
     unpaid  amount  (other  than  syndication  expenses);   provided  that  the
                                                             --------
     unreimbursed  expense or  indemnified  loss,  claim,  damage,  liability or
     related  expense,  as the case may be, was incurred by or asserted  against
     the  applicable  Agent,  the Issuing  Bank or the  Swingline  Lender in its
     capacity as such. For purposes hereof, a Lender's "pro rata share" shall be
     determined  based upon its share of the sum of the total  Revolving  Credit
     Exposures, outstanding Term Loans and unused Commitments at the time.

          (d) To the extent  permitted  by  applicable  law, no  Borrower  shall
     assert,  and each hereby waives,  any claim against any Indemnitee,  on any
     theory of  liability,  for  special,  indirect,  consequential  or punitive
     damages  (as  opposed  to  direct  or actual  damages)  arising  out of, in
     connection  with,  or as a result of, this  Agreement  or any  agreement or
     instrument  contemplated  hereby,  the Transactions,  any Loan or Letter of
     Credit or the use of the proceeds thereof.

          (e) The provisions of this Section 10.05 shall remain operative and in
     full  force and effect  regardless  of the  expiration  of the term of this
     Agreement,  the consummation of the transactions  contemplated  hereby, the
     repayment  of any of the Loans,  the  expiration  of the  Commitments,  the
     invalidity or  unenforceability  of any term or provision of this Agreement
     or any other Loan Document,  or any  investigation  made by or on behalf of
     the Administrative  Agent or any Lender. All amounts due under this Section
     10.05 shall be payable on written demand therefor.

     SECTION  10.06.  Right  of  Setoff.  If an  Event  of  Default  or Event of
                      -----------------
Termination  shall  have  occurred  and be  continuing,  each  Lender  is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all  deposits  (general  or  special,  time or
demand,  provisional  or final) at any time held and other  indebtedness  at any
time owing by such  Lender to or for the credit or the  account of any  Borrower
against  any of and  all  the  obligations  of such  Borrower  now or  hereafter
existing  under this  Agreement  and other Loan  Documents  held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement  or such other Loan  Document  and although  such  obligations  may be
unmatured.  In connection  with  exercising its rights  pursuant to the previous
sentence,  a Lender may at any time use any of such  Borrower's  credit balances
with the Lender to purchase at the Lender's applicable spot rate of exchange any
other currency or currencies which the Lender  considers  necessary to reduce or
discharge  any amount due by such  Borrower  to the  Lender,  and may apply that
currency or those currencies in or towards payment of those amounts.  The rights
of each Lender  under this  Section are in addition to other rights and remedies
(including  other  rights of setoff)  which such  Lender may have.  Each  Lender
agrees  promptly to notify CCSC and the  Administrative  Agent after  making any
such setoff.


<PAGE>

                                                                         127


     SECTION 10.07.  Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
                     --------------
(OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN  DOCUMENTS)  SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     SECTION 10.08. Waivers; Amendment. (a) No failure or delay of either Agent,
                    ------------------
the Issuing  Bank or any Lender in  exercising  any power or right  hereunder or
under any Loan Document shall operate as a waiver thereof,  nor shall any single
or  partial  exercise  of  any  such  right  or  power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents, the Issuing Bank and the Lenders hereunder and under
the other Loan  Documents are  cumulative and are not exclusive of any rights or
remedies  which they would  otherwise  have.  No waiver of any provision of this
Agreement  or any  other  Loan  Document  or  consent  to any  departure  by the
Borrowers  therefrom  shall in any event be  effective  unless the same shall be
permitted  by  paragraph  (b) below,  and then such  waiver or consent  shall be
effective  only in the  specific  instance  and for the purpose for which given.
Without  limiting  the  generality  of the  foregoing,  the  making of a Loan or
issuance  of a Letter  of  Credit  shall  not be  construed  as a waiver  of any
Default, regardless of whether an Agent, any Lender or the Issuing Bank may have
had notice or knowledge of such Default at the time.  No notice or demand on any
Borrower in any case shall entitle such Borrower to any other or further  notice
or demand in similar or other circumstances.



<PAGE>

                                                                          128


          (b) Neither this Agreement, any other Loan Document, the Intercreditor
     Agreement  nor any  provision  hereof or thereof may be waived,  amended or
     modified except, in the case of this Agreement, pursuant to an agreement or
     agreements  in  writing  entered  into by the  Borrowers  and the  Required
     Lenders  or,  in the  case  of any  other  Loan  Document,  pursuant  to an
     agreement or agreements  in writing  entered into by the Agent and the Loan
     Party or Loan Parties or other  Persons that are parties  thereto,  in each
     case with the consent of the Required Lenders;  provided,  however, that no
                                                     ------------------
     such  agreement  shall (i) decrease the principal  amount of any Loan or LC
     Disbursement,  or extend the maturity of or any scheduled principal payment
     date or date for the payment of any  interest  on any Loan or the  required
     date of reimbursement  of any LC Disbursement,  or waive or excuse any such
     payment or any part  thereof,  or decrease the rate of interest on any Loan
     or LC  Disbursement,  or postpone the scheduled  date of termination of any
     Commitment,  without  the prior  written  consent of each  Lender  affected
     thereby,  (ii) change or extend the Commitment or decrease the Facility Fee
     or LC Fee of any Lender  without the prior written  consent of such Lender,
     (iii) amend or modify the  provisions  of Section 2.14,  the  provisions of
     this Section, the definition of "Required Lenders",  or any other provision
     of any Loan  Document  specifying  the number or  percentage of Lenders (or
     Lenders  of any  Class)  required  to  waive,  amend or modify  any  rights
     thereunder  or make any  determination  or  grant  any  consent  thereunder
     without  the prior  written  consent of each Lender (or each Lender of such
     Class,  as the case may be), (iv) release any Loan Party from its Guarantee
     under Article IX or a Guarantee  Agreement (except as expressly provided in
     this  Agreement or such  Guarantee  Agreement),  or limit its  liability in
     respect of such Guarantee,  without the written consent of each Lender, (v)
     release all or any substantial part of the Collateral from the Liens of the
     Security  Documents (except as expressly  provided in this Agreement or the
     Security  Documents) or materially and adversely affect  allocations due to
     the Lenders under the Intercreditor Agreement,  without the written consent
     of each Lender, (vi) change any provisions of any Loan Document in a manner
     that by its terms  adversely  affects the rights in respect of payments due
     to Lenders holding Loans of any Class  differently than those holding Loans
     of any other  Class,  without  the  written  consent of  Lenders  holding a
     majority in interest of the  outstanding  Loans and unused  Commitments  of
     each affected Class or (vii) change any provision of any Loan Document in a
     manner which by its terms  adversely  affects the rights of Term Lenders to
     receive   prepayments  on  Term  Loans  and  distributions  in  respect  of
     Collateral  prior to Revolving  Lenders without the written consent of each
     Term Lender; provided further that no such agreement shall amend, modify or
                  ----------------
     otherwise  affect the rights or duties of either Agent, the Issuing Bank or
     the Swingline Lender hereunder or under any other Loan Document without the
     prior  written  consent of such Agent,  the Issuing  Bank or the  Swingline
     Lender, as the case may be. Notwithstanding the foregoing, any provision of
     this  Agreement  may be amended by an agreement in writing  entered into by
     the Borrowers,  the Required Lenders and the Administrative  Agent (and, if
     their rights or obligations are affected thereby,  the Issuing Bank and the
     Swingline  Lender) if (i) by the terms of such  agreement the Commitment of
     each Lender not  consenting  to the  amendment  provided for therein  shall
     terminate  upon the  effectiveness  of such  amendment and (ii) at the time
     such  amendment  becomes  effective,  each  Lender not  consenting  thereto
     receives  payment in full of the principal of and interest  accrued on each
     Loan  made by it and all  other  amounts  owing  to it or  accrued  for its
     account under this Agreement.


<PAGE>


                                                                         129



          (c) A Tranche B Revolving  Lender may allocate any  proportion  of its
     Tranche B Revolving  Credit  Commitment  or Tranche B Revolving  Loans with
     respect to any waiver, amendment, modification, consent or any other action
     pursuant to this Section  10.08 or any other Loan Document in order to vote
     separate portions thereof differently with respect thereto.

     SECTION 10.09. Interest Rate. (a) Interest Rate Limitation. Notwithstanding
                    -------------      ------------------------
anything herein to the contrary,  if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively  the "Charges"),  shall
                                                               -------
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
                                     ------------
charged,  taken,  received  or  reserved  by the  Lender  holding  such  Loan or
participation in accordance with applicable law, the rate of interest payable in
respect  of such Loan or  participation  hereunder,  together  with all  Charges
payable in respect  thereof,  shall be limited to the  Maximum  Rate and, to the
extent lawful,  the interest and Charges that would have been payable in respect
of such Loan or participation  but were not payable as a result of the operation
of this Section shall be cumulated and the interest and Charges  payable to such
Lender in respect of other Loans or participations or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount,  together
with  interest  thereon  at the  Federal  Funds  Effective  Rate to the  date of
repayment, shall have been received by such Lender.

          (b) Effective Global Rate. In order to fulfill the obligations imposed
              ---------------------
     by articles L. 313-1 and L. 313-2 of the French  Consumer Code ("Code de la
     Consommation"),  JPMorgan  Chase  Bank,  London  represents  to the  French
     Borrowers,  who accept such representation,  that the effective global rate
     ("taux  effectif  global")  calculated  in  accordance  with  the  articles
     referred to above,  on the basis of a 365-day  year, is 4.70191% per annum.
     The effective  global rate ("taux  effectif  global") was calculated on the
     basis of utilization of the Total Tranche B Revolving Credit Commitment, on
     February 28, 2001 and LIBO for an Interest Period of six months on February
     28, 2001 of 4.70191%.  Such rate is given on an indicative  basis and shall
     not be binding on the Lenders in the future.



<PAGE>

                                                                         130


     SECTION  10.10.  Entire  Agreement.  This  Agreement  and  the  other  Loan
                      -----------------
Documents  constitute the entire  contract  between the parties  relative to the
subject matter hereof.  Any previous agreement among the parties with respect to
the subject  matter hereof is  superseded  by this  Agreement and the other Loan
Documents.  Nothing in this Agreement or in the other Loan Documents,  expressed
or implied,  is intended to confer upon any party other than the parties  hereto
and thereto any rights, remedies,  obligations or liabilities under or by reason
of this Agreement or the other Loan Documents.

     SECTION 10.11.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,  TO
                     --------------------
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS  AGREEMENT  OR ANY OF THE OTHER  LOAN  DOCUMENTS.  EACH  PARTY  HERETO  (A)
CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR  ATTORNEY  OF ANY OTHER  PARTY HAS
REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING  WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER  PARTIES  HERETO  HAVE  BEEN  INDUCED  TO ENTER  INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS,  AS APPLICABLE,  BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.11.

     SECTION 10.12. Severability. In the event any one or more of the provisions
                    ------------
contained  in this  Agreement  or in any  other  Loan  Document  should  be held
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability  of the remaining  provisions  contained herein and therein shall
not in any way be affected or impaired  thereby.  The parties shall  endeavor in
good-faith  negotiations  to  replace  the  invalid,  illegal  or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


<PAGE>


                                                                          131


     SECTION 10.13. Counterparts. This Agreement may be executed in counterparts
                    ------------
(and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together  shall  constitute a
single  contract,  and shall  become  effective  as provided  in Section  10.03.
Delivery  of  an  executed   signature  page  to  this  Agreement  by  facsimile
transmission  shall be as effective as delivery of a manually signed counterpart
of this Agreement.

     SECTION  10.14.  Headings.  Article and Section  headings  and the Table of
                      --------
Contents used herein are for convenience of reference only, are not part of this
Agreement  and are not to  affect  the  construction  of,  or to be  taken  into
consideration in interpreting, this Agreement.

     SECTION  10.15.  Jurisdiction;  Consent  to Service  of  Process.  (a) Each
                      -----------------------------------------------
Borrower 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 the other Loan  Documents,  or for  recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees  that all claims in  respect of any such  action or
proceeding  may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided  by law.  Nothing  in this  Agreement  shall  affect any right that the
Administrative  Agent, the Collateral  Agent, the Issuing Bank or any Lender may
otherwise  have to bring any action or proceeding  relating to this Agreement or
the other Loan Documents against any Borrower or its properties in the courts of
any jurisdiction.

          (b) Each Borrower hereby  irrevocably and  unconditionally  waives, to
     the  fullest  extent it may legally and  effectively  do so, any  objection
     which 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 the
     other Loan  Documents in any New York State or Federal court referred to in
     paragraph  (a)  of  this  Section.   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.


<PAGE>


                                                                         132


          (c) Each party to this  Agreement  irrevocably  consents to service of
     process in the manner  provided  for notices in Section  10.01.  Nothing in
     this  Agreement  or any other Loan  Document  will  affect the right of any
     party to this  Agreement to serve process in any other manner  permitted by
     law.

          (d) Each Subsidiary  Borrower  hereby  designates and appoints CCSC at
     its offices at One Crown Way, Philadelphia,  Pennsylvania,  as its agent to
     receive  service of any and all process and  documents on its behalf in any
     legal action or  proceeding  referred to in  paragraph  (a) of this Section
     10.15 in the State of New York and  agrees  that  service  upon such  agent
     shall constitute valid and effective service upon such Subsidiary  Borrower
     and that  failure  of CCSC to give any  notice of such  service to any such
     party shall not affect or impair in any way the validity of such service or
     of any judgment rendered in any action or proceeding based thereon.

          (e) Each  Subsidiary  Borrower,  to the  extent  that such  Subsidiary
     Borrower has or hereafter may acquire any immunity (sovereign or otherwise)
     from any legal action,  suit or proceeding,  from jurisdiction of any court
     or from set-off or any legal process (whether service of notice, attachment
     prior to judgment, attachment in aid of execution of judgment, execution of
     judgment or  otherwise)  with  respect to itself or any of its  property or
     assets,  hereby  waives and agrees not to plead or claim such  immunity  in
     respect  of its  obligations  under  this  Agreement  and  the  other  Loan
     Documents (it being understood that the waivers contained in this paragraph
     (e) shall have the fullest  extent  permitted  under the Foreign  Sovereign
     Immunities Act of 1976, as amended,  and are intended to be irrevocable and
     not subject to withdrawal for the purposes of such Act).

     SECTION 10.16. Judgments Relating to Subsidiary Borrowers.  (a) If, for the
                    ------------------------------------------
purpose of  obtaining  judgment in any court,  it is  necessary to convert a sum
owing hereunder in one currency into another currency, each party hereto agrees,
to the fullest  extent that it may  effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking  procedures in the
relevant  jurisdiction  the first  currency  could be purchased  with such other
currency  on the  Business  Day  immediately  preceding  the day on which  final
judgment is given.

          (b) The  obligations of each Borrower in respect of any sum due to any
     party  hereto  or  any  holder  of the  obligations  owing  hereunder  (the
     "Applicable  Creditor") shall,  notwithstanding  any judgment in a currency
      --------------------
     (the  "Judgment  Currency")  other than the  currency  in which such sum is
            ------------------
     stated to be due hereunder (the "Agreement  Currency"),  be discharged only
                                      -------------------
     to the extent that, on the Business Day following receipt by the Applicable
     Creditor of any sum  adjudged to be so due in the  Judgment  Currency,  the
     Applicable Creditor may in accordance with normal banking procedures in the
     relevant  jurisdiction  purchase the  Agreement  Currency with the Judgment
     Currency; if the amount of the Agreement Currency so purchased is less than
     the  sum  originally  due  to the  Applicable  Creditor  in  the  Agreement
     Currency,   such   Borrower   agrees,   as  a   separate   obligation   and
     notwithstanding  any such judgment,  to indemnify the  Applicable  Creditor
     against such loss provided that if the amount of the Agreement  Currency so
                       --------
     purchased  exceeds the sum originally due to the Applicable  Creditor,  the
     Applicable  Creditor  agrees to remit  such  excess to such  Borrower.  The
     obligations of the Borrowers  contained in this Section 10.16 shall survive
     the  termination  of this  Agreement  and the payment of all other  amounts
     owing hereunder.



<PAGE>

                                                                         133


     SECTION 10.17.  Confidentiality.  Each of the Agents,  the Issuing Bank and
                     ---------------
the Lenders  agrees to  maintain  the  confidentiality  of the  Information  (as
defined  below),  except that  Information  may be disclosed  (a) to its and its
Affiliates'  investment  advisors,  directors,  officers,  employees and agents,
including  accountants,  legal  counsel  and other  advisors  and any  direct or
indirect contractual  counterparty in swap agreements entered into in connection
with a  Lender's  outstanding  Loans  from  time to time or to such  contractual
counterparty's  professional  advisor (it being  understood  that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
Information  and instructed to keep such  Information  confidential  and, in the
case of any such  contractual  counterparty or its  professional  advisor,  such
persons  shall agree in writing to be bound by the  provisions  of this  Section
10.17),  (b) to the extent  requested by any  regulatory  authority,  (c) to the
extent  required by applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party to this Agreement,  (e) in connection with
the  exercise  of any  remedies  hereunder  or any suit,  action  or  proceeding
relating to this  Agreement  or any other Loan  Document or the  enforcement  of
rights  hereunder  or  thereunder,   (f)  subject  to  an  agreement  containing
provisions  substantially the same as those of this Section,  to any assignee of
or Participant in, or any prospective  assignee of or Participant in, any of its
rights or obligations under this Agreement,  (g) with the consent of CCSC or (h)
to the extent such  Information (i) becomes  publicly  available other than as a
result  of  a  breach  of  this  Section  or  (ii)  becomes   available  to  the
Administrative  Agent, the Collateral Agent, the Issuing Bank or any Lender on a
nonconfidential  basis from a source other than CCSC or one of its Subsidiaries.
For the purposes of this Section,  "Information" means all information  received
                                    -----------
from CCSC relating to it or its business,  other than any such  information that
is available to the Administrative Agent, the Collateral Agent, the Issuing Bank
or any Lender on a  nonconfidential  basis prior to disclosure by CCSC or one of
its  Subsidiaries.  Any Person  required  to  maintain  the  confidentiality  of
Information  as provided in this Section  shall be  considered  to have complied
with its  obligation  to do so if such Person has  exercised  the same degree of
care to maintain the  confidentiality  of such  Information as such Person would
accord to its own confidential information.


<PAGE>

                                                                          134


     SECTION  10.18.  Joint  Liability  of  French  Borrowers.   Notwithstanding
                      ---------------------------------------
anything to the contrary,  each French  Borrower  shall be jointly and severally
liable   ("codebiteur   solidaire")  for  all  the  other  Subsidiary   Borrower
Obligations of the French Borrowers.






                  [Remainder of page intentionally left blank]


<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.






                                        CROWN CORK & SEAL COMPANY, INC.,

                                        by /s/ Alan W. Rutherford
                                           -----------------------------
                                           Name:  Alan W. Rutherford
                                           Title: Vice Chairman of the Board,
                                                  Executive Vice President and
                                                  Chief Financial Officer



<PAGE>


Attest:

    [Corporate Seal]

    by /s/ Rose Haselroth
       ----------------------
       Name:  Rose Haselroth
       Title: Assistant Secretary







                                          JPMORGAN CHASE BANK, individually
                                          and as Administrative Agent,

                                          by /s/ Charles Freedgood
                                             --------------------------------
                                             Name:  Charles Freedgood
                                             Title: Managing Director




                                          J.P. MORGAN EUROPE LIMITED

                                          by  /s/ K. Crooks
                                             --------------------------------
                                             Name:  K. Crooks
                                             Title: Associated


                                          by  /s/ C. Walsh
                                             --------------------------------
                                             Name:  C. Walsh
                                             Title: Associated










                                          EACH OF THE SUBSIDIARY BORROWERS
                                          LISTED ON SCHEDULE I HERETO,

                                          by  /s/ Alan W. Rutherford
                                             ---------------------------------
                                             Name:  Alan W. Rutherford
                                             Title: Authorized Signatory